The Equestrian Spider-Man
by Fanaticguy1001
Summary: Peter Parker is a 16 year old teenager that is trying to balance his heroics and his social life but when he is transported to another world and defeat powerful forces of evil he must team up with the magic of friendship to save the day.
1. Intro

**Here we go my first crossover fanfiction, so don't judge me if it's not all that, all I can do is hope that you like so that I will be able to continue more of this franchise, so happy reading.**

* * *

 **The Equestrian Spider-Man**

 **(Spider-Man: Homecoming Main Theme)**

 **Voice cast:**

 **Robbie Daymond as Peter Parker/Spider-Man**

 **Tara Strong as Twilight Sparkle**

 **Rebecca Shoichet as Sunset Shimmer**

 **Ashleigh Ball as Applejack and Rainbow Dash**

 **Andrea Libman as Fluttershy and Pinkie Pie**

 **Tabitha St. Germain as Rarity**

 **Kelly Sheridan as Starlight Glimmer**

 **Cathy Weseluck as Spike**

 **Kazumi Evans as Adagio Dazzle**

 **Diana Kaarina as Aria Blaze**

 **Maryke Hendrikse as Sonata Dusk**

 **MLP: Equestria Girls over spider symbol with a web pattern in the background. MLP: EG logo shined and rainbow Streaks shot, forming the Rainbooms as Spider-Man landed on top of the Spider symbol. The Rainbooms rushed to the screen as Spidey shot a wed lined and swung to the screen as it cut to black by the black spider on his chest.**

* * *

Morning in New York City, Peter Parker was swinging across his city in his red and blue Spider-Man costume, that he created at Horizon Labs with internship, doing acrobatics that were amazing and impossible for a normal human to do. He landed on the edge of a skyscraper looking over his city as it's resident arachnid hero. "Well, looks like the city is pretty quiet this morning. Which usually means something bad is going to happen anytime now." he said to himself knowing very well the feeling of 'the calm before the storm' he's gotten used to over the course of the he started his hero career. Then all of the sudden a smoke cloud began to appear around Peter "What the- wait I've seen this before, no Spider-Sense, no sudden attack, which means it's none other then-" He said turning around to see an elderly woman wearing some sort of robe in a spider like chair "Madame Web." He concluded recognizing the friend that has been acting sort of like a mentor he met less then 2 months ago.

"Good morning young Peter, it's lovely to see you again" she said greeted the young hero

"Hey MW, so sorry to cut this reunion short but every time we met for the past 2 months was because of some big problem on the horizon" he explained recounting the fact that she is capable of seeing the potential futures.

Madame Web sighed "Indeed" she replied

Peter moaned after hearing her answer "Great. So what's coming? Alien invasion, assault of the mole people, a giant monster attack?" He asked his psychic friend

"No, nothing that immense is approaching, yet." she answered.

"Yet?" Peter asked nervously, but not so surprised recounting that she has the ability to see in the future "What is it?"

"I cannot say, it is something that will have to come to pass." she replied.

"Okay." Peter said, even though he didn't like to be kept in the dark, he understood why she wouldn't tell him certain things "So if the world isn't at risk why did you make it sound like it was?" he asked.

"Very good question mister Parker for it is not your world that is in danger" she said making Peter confused "it's another world that is." She finished her answer making Peter's eyes lenses shot wide open.

"What do you mean 'another world is in danger' by who? or what?" He asked wanting to know more about the situation

"Powerful forces of evil with powerful magic are intending to make this other world theirs." She explained but still not giving enough information

"Magic?"

"Yes."

"Great." He said sarcastically.

He wasn't really a believer in magic and supernatural stuff at first, but after meeting Doctor Strange and fighting vampires his opinions have greatly shifted, that and the fact that he has the abilities of a spider and his DNA is half spider, so what's not to believe? Plus he noted that science and magic can actually be two sides of the same coin.

"But who is threatening this other world?" he asked again wanting more information.

"You will find out once you travel to this other world." she replied

"What?" Peter said taken aback by this turn of events

"The forces of good in this alternate world will not be able to defeat the evil that is coming. They will require your help if they are to prevail or they will fall." She told the young man

"Who am I supposed to help?" He asked again

"I shall explain to you on our way to the other world" she replied "I must also warn you that the civilians of this other world are not used to being like you possessing such powers, I would suggest that you keep a low profile and 'stay out of the spotlight'." She instructed him

"So let me get this straight." He said trying to make out of what she was saying "You want me to go to another world to help the good guys defeat the bad guys while making sure I don't attract any sort of attention to myself and on top of it all, there's magic involved." He said

"Precisely" she answered

Peter was surprised hearing the news that he was going to another world but still felt uneasy "Are you sure only I can help? What about the Avengers or Fantastic Four? It's more of their specialty. And what about Doctor Strange? He's the best at dealing with magical with problems." He said

"Because none of them will be able to understand the heroes from this other world like you will." She explained

"But what about school? I can't just skip school and Aunt May will be worried sick. How long is this going to take?" He asked

"Do not worry young Peter. You will come back to your world the moment you left and no one will notice your sudden disappearance." She reassured the teenager.

Peter took deep breaths to calm himself down "Ok, yeah, it gonna fun. After all what kind of 16 year old teenage hero wouldn't like a trans-dimensional adventure? Plus like you said they won't be able to fight the bad guys alone without my help and there might be innocents that might get hurt or worst, I can't let that happen." He said making Madame Web smile proudly at the young hero's maturity and sense of responsibility as well as his excitement for the adventure.

"Very well." she said before motioning her hand to the boy, making a cloud of smoke circling him and wrapping him entirely. Once the smoke disappeared, Peter was now in his civilian clothes, wearing a red zip hoodie with a light blue shirt underneath, has jeans with a pair of back shoes and wore his backpack on his back.

Peter looked at himself in astonishment and shock "Do you have any how much time you saved me with this?" he said to the aged woman who smiled at the young man youthful energy. "But wait, you said that I need to stop the bad guys. Why am I in my civilian clothes." He asked

"Because you will be needed as Peter Parker just as much as Spider-Man." she answered making Peter nod in understanding what she meant. You will find all what you need in your backpack, including your suit." she explained to him

"Thanks"

"Now, we don't have anymore time to waste." she said before pulling herself and the brown haired teenager into the wormhole.

"HERE WE GOOOOOOO!" he said as he entered the tube leading to another world.

* * *

Inside the wormhole Peter was alongside Madame Web as they were traveling to their destination.

"So what were you going to tell me about?" he asked

"As I said I would explain to you on our way. Now listen closely because once you are on this parallel world I won't reach out to you until you have completed your task." she said with a serious tone "As you know the forces of evil of this other world will desire this world for themselves. What you must absolutely remember is that the heroes of this other world will require your assistance in order to defeat the evil that is threatening this dimension. You will be the one that will define if they succeed or fail."

"Ok, yeah, no pressure or anything." he said sarcastically with a nervous tone

"You wanted to know who the heroes of this other world where, right?" she asked to Peter

"Yeah, so I know who to help in this whole craziness and also just in case." he answered

"Here" she said making an image that showed seven girl that were human and a purple puppy but had multiple different colors both for skin and hair "these girls are the heroes you must help defeat the evil that is coming." she continued

"So in that other world is it normal for people to have multi colored skin and hair?" he asked

"Yes and their names will sound quite unusual to you." she said "These are, Twilight Sparkle, Sunset Shimmer, Applejack, Rainbow Dash, Rarity, Fluttershy, Pinkie Pie and the pup is Miss Sparkle's talking dog, Spike."

"Wait, did you just say? 'talking dog'?" he asked in complete surprise

"Yes"

Peter was stunned after hearing this "That is both weird and cool at the same time." he replied making Madame Web look at him "What?" he asked oblivious

"How is it that you find a talking dog incredible when your life is already amazing?" she asked incredulously and Peter shrugged in response since he didn't really have an answer.

"Anything else I should know about?" he asked wanting to get back in the situation

"My apologies, but you will need to find those answers on your own." she replied

Peter then noticed a bright light coming in front of them.

"Guess that's my stop." he said as he closed his eyes since it was becoming more and more bright.

* * *

At the outside of the portal Peter came out and landed face first on the ground and moaned in pain. "Gotta work on that landing" he said as he got up" he began whipping of the dust from him "but other than that it was actually fun. Kind of like a roller coaster ride or water slide through alternate dimensions" he turned back to see Madame Web inside the wormhole.

"I'm afraid I must leave you young Peter. You know your objective, find those girls and help them or this world is doom and try not to attract to much attention to yourself." she said

"Got it, find and help the girls, save the world from destruction and do it all while keeping a low profile." he replied before beginning to depart but stopped and looked back at Madame Web "Wait! How will I get home? And where can I find them." he asked fearing he might be stuck in another dimension for the rest of his life.

"Not to worry, I shall return once your mission is completed and to find them the answer is close to you." she replied the young hero who nodded in understanding. She then materialized some sort of watch like device and gave it to him "Once your mission is over you can contact me with this. Good luck young Peter." she said before the wormhole closed leaving Peter by himself.

Peter took a deep breath to calm himself down "Okay, Pete, you got this just have to find 7 girls and a talking dog to help them save the world from possible destruction and not attract any sort of attention while your doing it. Easy enough." he said to himself in order to give himself confidence. "So where could I find them?" he asked trying to recall any clue to give him an idea "Well they didn't seem any older than me, so maybe they might be at there school. Now which one would it be? MW said 'the answer is close' but what does that mean?" he asked before looking around and seeing a big high school that had some golden horse-like gargoyles on the corners of the roof with a statue holding platform in the courtyard that appears to be missing the statue. "Huh, how did I not notice that when I got here?" he asked himself before making his way to the front doors of the school. " 'the answer is close' and I don't think it's a coincidence I landed in front of this school so it might be this one." he said placing the pieces together "Ok, the good news is: it should be easy to find those girls since they have multi-coloured skin and hair, man that is just weird, and the bad news is: finding my way across the school since I don't have a map nor do I come here." he said to himself quietly. "Just need to find the library, at least I'll be able to find some information there. That is if they got one. Then I'll try to find them and help them for the crisis to come." he said to himself making his plan. Peter then realised something "Wait a minute, when I find them then what? Do tell them I'm actually from another universe and I have spider powers or do I keep that to myself?" he pondered on it.

Telling who he is might lighten the load he already has and might be easier to discuss the problem, plus he won't have to make excuses, sometimes ridiculous ones, to leave them, but if he does tell them how will they react? will they be impress and awed or will they call him weird and if he does tell them they might be in more danger as well as not keeping a low profile like Madame Web said. If he doesn't tell them they might think of him as unreliable, impossible to trust and hides a lot of secrets. "I'll cross that bridge when I get there. For now, finding them will have to suffice." he said to himself as he arrived at the doors of the school, he took a deep breath "Okay, here goes." he said as he opened the door.

* * *

 **There, my first chapter of MLP/Spider-Man crossover. Now before you ask this Peter Parker is not the same as the one from my Spider-Man the chronicles fanfiction and I am taking things from the new series that started recently as well as from movies (mostly Homecoming) and other tv series.**

 **In this one Peter has been Spider-Man for a while (16 years old) so he has a fair degree of experience but is still considered a rookie by some heroes and still has a lot to learn, his suit is identical to the one of the 2017 tv series, he's a Horizon High student and still a social awkward. He still retains his personality: humor, science geek, friendly and sense of responsibility and more, another thing I want to put in this fanfic (and the possible ones that will follow) is that I want to give Peter the mature role, now he's been a hero for a while and has been doing this more times than the equestria girls (saving the day that is) and I want to make him as one of the more mature ones there.**

 **He's a teenager becoming a man and has to balance his life as Spider-Man and Peter Parker, he carries himself as the older one and sometimes feel like the big brother at times for the girls (due to his experience, certain amount of wisdom and ability to relate) but he still acts like a teenager at time and jokes around a little bit. Another thing I want to put is Peter's past and him not sharing it, he doesn't tell the girl out of guilt, pain and doesn't want them giving him pity eyes.**

 **Probably** **the first thing I was thinking was the differences between Peter and the equestria girls, true all are teenagers but Peter is more mature and a bit more serious than the girls at times despite his sense humor. Peter is more of a lone wolf, mostly doing things by himself, compare MLP that is all about friends and teamwork. Peter saves the day but their usually is violence and some near death experience involved while MLP is more mellow. Peter is used to deal intense situations and manage to stay calm and focused to get the job done while some of the girls panic at times. Peter is about keeping secrets to himself and MLP is about friends sharing secrets. They also will be different methods to solving problems and arguments with each other but they manage to pull themselves together in the end.**

 **But in the end they're all heroes in their own way so it's by saving the day that really brings them together.**

 **The relationship between them will be more explained in the story.**

 **Until next time readers**


	2. Meet Peter Parker

**Welcome back readers. Now the last time, Peter arrived at Canterlot High, now he is going to the new school and since he's already a human he won't have a problem adapting to CHS unlike Princess Twilight Sparkle did in the first EG movie. And like I said before Peter will have his light-hearted moments, but he will take things seriously when needed. His only real problems will be getting around the school, finding the girls, the magic on the loose and let us not forget being Spider-Man. In case you're all wondering Peter's physical appearance is identical to the one from the new 2017 tv series, so he has the same appearance and suit as the 2017 tv series. I did this because it's the latest incarnation and I actually like it.**

 **Now there are going to be songs in this one and some other chapters, so just so you know I will not write the lyrics for them. I don't own any of the songs.**

 **Anyway, have fun reading**

* * *

As Peter entered the school he didn't noticed he was being watched by three female figures hiding. The three figures were the Dazzlings, a long time ago they were in another world were they used their talent for singing to feed on the negative energy they create, but they were banished to another world and stranded here without their magic, but not all of it. Not to long ago they tried to feed of the negative emotions from Canterlot High to gained their magic back, they almost succeeded but their plan failed, now they lost all of their magic after the pendants were destroyed. But now they have a revenge plan.

"Well this is an interesting turn of events." said one of them.

"How is that 'an interesting turn of events' Adagio?" asked another with a bored tone.

"It means, Aria, that there is a newcomer at Canterlot High." she replied

"So?" she replied

"So that means we got a new kind of magic around here and I have just the idea to get back at those Rainbooms for what they did to us during the battle of the bands." she answered with a sinister grin

"But how? We don't have our magic anymore, remember?" Aria replied.

"Well of course we remember, it was when we did this whole battle of the bands against the Rainbooms, Adagio just said it." the third one replied making the other sighed.

"We wouldn't need to be reminded if you weren't the worst, Sonata." Aria said aggravated by her fellow siren turned human

"You are." Sonata replied and stuck her tongue out childishly

"Enough you two!" Adagio yelled taking the two by surprise "Now we can either sit here and argue or we can find a way to get our magic back." the two then looked at each other and then turned to the leader listening "Good now listen closely..."

* * *

 **(Spider-Man Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

Peter entered the school, looked around and impressed at the decor of the school. It felt as he was seeing the inside of Horizon High for the first time. He noticed the trophy case with some pictures he saw many of them with the one fitting the description of Rainbow Dash though those were the one where she was in a sports team. There also were trophies that had her name on it, this gave Peter the idea that she's an athlete.

"Ok, enough sight seeing have to find the library." he then began to noticed the many different hallways and how it seemed to lead different places he sighed "This is going to take a while."

As Peter was making his way through one hallway until his Spider-Sense kicked in. Peter dodged to the right missing the collision of a young girl on a scooter, most likely a freshman, followed by two others, also freshmans. Just like the girls Madame Web showed him, they each had different skin and hair coloration.

"Huh, excuse me." said Peter trying to get the attention of the three girls, but it landed on deaf ears as they continued on ignoring him. "Ok, now it feels like I'm at Midtown all over again." he said due to the fact he is a student of Midtown High and he is usually bullied and ignored by most student, he's a social outcast. "Well, back to the scavenger hunt." he said with deadpanned tone.

As Peter was continuing his search for the library the bell ringed and as soon as it did multiple students, all with different colored hair and skin, came out of the class rooms. "Oh boy!" Peter said in worry. "Excuse me, pardon me, make way, coming through." he said as he was passing by students and avoiding any collision. " _Great, how am I supposed to find seven, teenage, multi-colored girls in the middle of a high school filled with people that also have different colors for skin and hair?"_ he thought to himself before running into someone and making her fall to the floor. "My bad, my bad! Sorry I wasn't looking where I was going." he said to the person he ran into.

She got up and turned to face him "It's okay, I'm good." Peter got a good look at the girl he bumped in, he recognized her as Sunset Shimmer from the image Madame Web showed him earlier. Peter was surprised because he ran into one of the girls he was supposed to find. "Hey, have I seen you around before?" she asked looking curiously at the brown haired teenager.

"Oh, uh, no I, uh, just got here recently." he replied which he technically told the truth.

"Well in that case," she began and extended her hand "I'm Sunset Shimmer. Welcome to Canterlot High, huh..." she said

"Peter Parker," he shook her hand as Sunset's phone began to vibrate.

She looked at it "Oh, I'm sorry, I have to go see my friends for rehearsal." she said

"Rehearsal?"

"Yeah, my friends and I have our own band, where called the Rainbooms."

"Nice."

"Oh, you should come. I'm sure the girls won't mind. Plus, it would be a chance to know others from the school." she said

"Sure, why not?" he said as he followed the red with streaks of yellow haired girl.

* * *

They arrived at the music room, where Peter was then shocked beyond belief, all the girls he was supposed to find were in one place. ' _Woah! This certainly made my job a whole lot easier. All of them in one place at one time, now time to get to know them a little better and plan my next move.'_ Peter thought to himself

"Hey Sunset." said one of the girls that Peter could recognize as Twilight Sparkle.

Then all of the sudden every pair of eyes landed of Peter, which made him feel uncomfortable. So in order to break the awkward silence Peter spoke "Uh, hi."

"Uh, who's he?" asked the girl with rainbow colored hair.

"He's a new student." Sunset answered.

"My name's Peter Parker." he said saluting the girls.

"Well it's nice to meet you Peter, I'm Twilight Sparkle." she said before picking up a pup "And this is Spike." the young dog barked.

"Aww, he's adorable." Peter said patting the dog on the head.

"Howdy there Peter, Mah name's Applejack." said the country girl.

"Howdy, partner." Peter said in a western accent and mimicking a hat salutation earning a chuckle from from AJ.

"I"m Rainbow Dash, the awesomest girl you'll ever meet."

"I think I just found the modest one of your group." he sarcastically said making all the girls giggle, except for Rainbow Dash who just frowned.

Then all of the sudden the one with poofy pink hair zipped to Peter "Hi, I'm Pinkie Pie, certified party planner extraordinaire, if there is party about to happen I'm on the case." she said in a cheerful voice before skipping back to her drums.

"Well it's lovely to meet you darling, I am Rarity and let me tell you that you are quite dashing." said the fashion girl.

"Likewise." Peter replied making her blush a bit.

The last one was in the back with her tambourine and looking looking to the ground shyly and spoke "I'm Fluttershy"

"Hi." he said in a friendly tone girl making the shy girl less timid. "So Sunset told me you're a band called 'The Rainbooms' if I'm right."

"Got that right and we are awesome." Rainbow answered "Want to hear some?" she asked

"Sure, why not?" he responded get seat ready to listen

"ONE! TWO! THREE!" Pinkie said while tapping her drumsticks

 **(We're better than ever)**

During the song Peter started to follow the beat and was amazed that while they were singing each one of them began to obtain features, all of their hair became longer and form what appeared to be tails, their human ears changed into those similar to ponies or horse and Twilight, Rainbow and Fluttershy grew wings. Despite seeing this Peter still followed the beat.

"Oh yeah, we're better than ever!" they finished and lost their features while Peter clapped at their performance.

"Okay, first off: That was awesome!" he said

"We know." Rainbow boasted

"Second: What was all of that with you transforming and stuff?" he asked

"Oh, well we ponied-up. It happens when we play." Sunset explained

"And third: Explanation please!" he finished

All the Rainbooms looked at each other not sure what to say.

"Well shoot, all CHS knows, he might as well too." the farm girl said

"Know what?" the undercover hero asked

"Look Peter, you might want to sit down for this." Sunset said which Peter took a seat.

"I'm all ears."

"Good, 'cause this is going to sound strange to you." Spike spoke making Peter's eyes widened in surprise, despite the fact he already knew about the talking dog.

"A talking dog. Yup, definitively gonna be strange." he said while nodding.

The girls then explained to Peter everything about Equestria, the portal access to it by the statue, Sunset Shimmer actually being a unicorn, Twilight's counterpart being a princess, the things they fought in the past, their powers and the magic on the loose. They also talked a bit about themselves, Twilight as a nerd and former Crystal Prep Academy student, Applejack as an apple farmer, Fluttershy as an animal lover, Rainbow as an athlete, Pinkie as a party planner, Rarity as a fashionista and Sunset about her past.

Peter was astonished "Wow, just-... just wow. You know that's pretty cool, how you all did that." he said to them

"Well, like I said before, we are awesome." Rainbow Dash said smugly

"Anyway, enough about us talkin' about ourselves. Why don't ya talk about yourself Peter?" Applejack said

Peter was taken aback by this he didn't expect to talk about himself, especially considering how happy great their life was compared to his. "Well there's not much to tell, really." he said trying to get rid of the idea.

"Don't try that trick." Pinkie warned playfully "We told you about us, now it's time for you tell us about you." she said with a grin.

"Well-" he began say before he was cut off by a knock on the door "It'll keep." he said ending the discussion.

The door opened to reveal a woman with blue hair and a light bluish skin tone. "Ah, girls, you're here because we have a situations on our-" she began to say before she notice the brunette "Who are you?" she asked to the young man she never saw before.

"Peter Parker." he said getting up and extending his hand to greet her.

"Nice to meet you mister Parker, I'm Vice Principal Luna." she replied shaking his hand before turning to the Rainbooms "Anyway, we need you girls." she said

"Why?" Sunset asked clueless

"You will understand once you see it for yourselves." she replied before going to the door "Follow me to Principal Celestia's office." she said the the girls

"Can Peter come too? He is new after all and we could show around the school." Pinkie said appearing suddenly outside the music room upside down. Then all of the sudden she reappeared behind Peter giving him a hug "I mean what are friends for, right?" she asked.

"How did you do that?" Peter asked beyond confused as to how Pinkie Pie seemingly started popping out randomly all over the place.

"It's Pinkie just being Pinkie." Sunset explain "You'll get used to it." she said before following VP Luna.

"So, Vice Principal Luna, what exactly is the situation?" Applejack asked

"Some old faces from the past have return." she simply answered with a serious look

"Who?" Fluttershy asked with a nervous tone.

* * *

"YOU HAVE GOT TO BE KIDDING!" Rainbow Dash said sharing the Rainbooms thought because the Dazzlings, the same Dazzlings they fought against at the battle of the bands were back at CHS and they say they have changed.

"Look I know you don't think it's a good idea and believe me neither do I but-" a woman with a pale magentaish grey color skin and hair with light green, light blue and light violet, which seemed to darken as it goes down, said before getting cut by the leader of the Dazzlings.

"Thank you, Principal Celestia, but we would like say it ourselves." she said before turning to the Rainbooms "We know we've done some wrong things before-" she began.

"Yeah, mind controlling an entire school and turning everyone against each other, is pretty bad." Sunset bluntly said

"Well, that seems a bit arguable keeping the fact that's exactly who you used to be." Sonata shot back making Sunset hurt, the Rainbooms and the other two Dazzlings glare at her. "What? she was." she defended herself.

"What she meant to say is that you used to be like us and now everyone has forgiven you, would you please give us a second chance?" Adagio said with giving puppy dog eyes.

Feeling the pressure of the puppy eyes on them the Rainbooms all sighed and Sunset spoke up "Alright, we will give you another chance."

"Thank you so much." Adagio said hugging Sunset making Sunset uncomfortable

"Also, we have a new student at CHS." Pinkie beamed in front of Adagio before zipping back to Peter "Say hello to Peter Parker." she said dragging the boy in front of them.

"Uh, hi" he said

The Dazzling eyes widen at the sight of the newcomer, he was the same guy they saw earlier.

"Hey, your're the guy we saw earlier." Sonata blurted out before Aria covered her mouth.

Hearing this Peter became nervous, 'Did they see me come out of the wormhole? Ah, can't focus on that right now, if these Dazzlings are going to be trouble gotta get a Spider tracer on them so I don't lose their tracks, that is if I can get the chance.' Peter thought to himself.

"Earlier?" Applejack asked as all the girls looked at Peter with suspicious eyes.

"Well yes, we saw him arrive earlier at CHS." Adagio explained trying to cover up "Anyway, we really should get going, bye." she said before she left the office and Aria dragging Sonata with her.

When they left, Peter broke the awkward silence "Okay, so I will be taking my leave to." he made his way towards the door "Principal Celestia, it was a pleasure to meet you. Later." he concluded leaving the Rainbooms with the Principal and Vice Principal.

"Am I the only who thinks it's weird that he shows up the same time the Dazzlings comes back here?" Sunset asked

"This can't be a coincidence." Twilight concluded with the others nodding

"Let's hope he's not going to be a problem like the sirens. By the way, I would like you three to make sure these three don't cause any trouble." Principal Celestia said to the Mane 7

"And keep an eye on Mister Parker also." Luna added

"Mm-hmm." the all responded with a nod.

They exited the office ad made their way through the hallway

"Do you think Peter might be a bad guy, he actually seemed very nice." Fluttershy said with a soft tone

"There was something odd about him." Applejack began

"Like what?" Twilight asked

"He looked like he was hidin' somethin'." the country girl answered

"I noticed that too, but it didn't anything related to the Dazzlings." Rainbow Dash added

"I don't know but if he is bad we might be in trouble. I'll contact Princess Twilight and tell her about the Dazzlings returning while you try to find Peter and some information." Sunset said as the other girls agreed and continued through the hallway.

Peter revealed to have been hiding and heard the entire conversation. He sighed to himself 'Things just got complicated.' he though to himself.

* * *

 **There another chapter done. Now I know it might seemed a bit rushed but trust me, I will manage to make it great. So just to clarify Peter will be like a big brother figure to the girls in the sense that he will look out for them so there will be no romance between Peter or any of the girls. Peter will also keep his secret for a while and that is going to be a major part in the story.**

 **Now eventually there will be moments when they will but heads and argue over there methods and how they do things, but that will be all intended and in the end they will all come together. Now this fanfic is rated K+, now since Spidey has more violence there will be fights and some explosions but the most intense wounds will be a black eye or something, no blood or anything. Another thing is that since it's rated K+ there will be no swearing, since MLP is supposed to be for a young audience.**

 **In the next one Princess Twilight will come to CHS and she won't be alone, the Rainbooms will manage to get some information about Peter and there might be more on the sirens.**

 **To be noted none of this is canon, so it never happened, but I will take some events from the MLP verse and Spidey verse.**

 **Until next time readers**


	3. Getting to know the new guy

**Now in this one Peter is going to meet new faces and one that looks similar to an old one, the girls will get to know a little about Peter and the Dazzlings will be preparing there move. I will be referring to pony Twilight as Princess Twilight and the Spike from the human world as Dog Spike in order not to get them confused. I also took out the time specification for Spidey because MLP doesn't seem to be following or specify the time specification.**

* * *

In Equestria, on top of the Castle of Friendship, the pony counterparts of the mane 7 (minus Sunset Shimmer) and Starlight Glimmer were relaxing in their chairs.

"You know, this is a beautiful day for relaxing." Starlight said as she was relaxing with the others

"I think you mean 'chillaxing'." Rainbow corrected her to which Starlight rolled her eyes in amusement.

Then all of the sudden Spike just opened up the the door to the roof "Twilight!" he called his friend's names

"What is it Spike?" she asked her number one assistant. Spike gave Twilight the journal Sunset contacts her through, she began to read the newly writen page.

"What does it say?" Rarity asked

"It says that the Sirens returned to Canterlot High!" Twilight exclaimed in worry

"Wait, what? But you, Sunset and the others beat them in the battle of the bands, why would they come back?" Spike asked

"I don't know and there also appears to be a new student at CHS, who just arrived." she continued

"You think that's coincidence?" Applejack asked

"Gee, I hope so." Fluttershy said making Rainbow roll her eyes

"I don't know that either but there is only one way to find out." the alicorn said before going back into the castle

The group went to the library and stood by the mirror portal to CHS, Twilight placed the book on the platform and the magic from the book activates the portal.

"Twilight, are you sure about this?" Fluttershy asked

"I know it may be risky, but my friends need me." Twilight explained

"You mean us." Starlight clarified as she and Spike walked up

"That's right Twi, we're coming with after all I helped last time with the Dazzlings." Spike reminded her

"And I helped when Juniper Montage kidnapped the girls with a mirror." Starlight added recounting her adventure to the human world.

Twilight was thinking until she saw the puppy dog eyes in her former apprentice and number one assistant. Then sighed knowing there was no talking them out "Okay, fine." she replied

"Yes!" the two cheered

Twilight turned to her friends "We'll be fine and hopefully this newcomer won't be a problem." she told her friends before getting a group hug. She lined up with Starlight and Spike in front of the mirror. "Ready?"

"Ready." they both answered with determined looks and a running pose.

Twilight then got herself in a running pose and ran into the mirror, followed by Starlight and Spike.

* * *

 **(Spider-Man Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

Back at CHS Sunset and the counterparts of the Equestrian mane 6 (minus Starlight) were waiting at the statue for their old friends to arrive. The statue began to glow and three figures came out. Twilight and Starlight turned into teenage girls like they did before while Spike turned into dog.

"Twilight! Starlight!" the girls cheered and gave a group hug to the two.

"Uh, hello, I'm here too." Spike exclaimed before noticing his and Princess Twilight's doppelganger looking at him "Uh, hi." he said sheepishly

"Hi." Twilight and dog Spike waved back awkwardly

Princess Twilight and Starlight made there way to human Twilight and Starlight spoke up "Okay, this is going to be a problem."

"Why? We don't even look that alike." Princess Twilight replied

"Yeah, but you both share the same name and the Spikes look identical." she explained and pointed to the identical looking dogs

"Oh, yeah." the princess responded sheepishly

Pinkie was thinking until a light bulb shot out of the hair and lit up. "GASP! Idea!" she said as the light bulb fell back in her hair. "We call this Twilight, 'Twi'." she motioned to the princess "And we call this Spike 'Dog Spike'." he held the talking dog "You know for the time being." she finished with a squee.

After hearing this the girls nodded in agreement and Princess Twilight spoke up "Okay, so we need to catch up on what's happened recently." Twilight said in order to get started.

"Actually, what I wrote to you was pretty much all of it." Sunset replied

"Okay so where are the Dazzlings and Peter right now?" Starlight asked

"Don't know, but lunchtime is about to start. Maybe we can start from there." Applejack suggested

"Alright, let's get interrogating!" Rainbow cheered

"Oh, I don't know, Peter seems nice can we just ask him?" Fluttershy asked making the multi-colored hair girl roll her eyes

"Fluttershy is right. We can't just force Peter to tell us, it will make us look bad and I for one have intention to intimidate such a sweet looking guy." Rarity said earning a look from the others "What? He is, and I'm doubt the thought hasn't minds." she sad earning sheepish and embarrassed blushes from the girls, except Princess Twilight and Starlight since they never met Peter, while Spike grumble incoherently, probably out of jealousy. Rainbow Dash cleared her throat in order to get back to business and regain her though appearance.

"Okay, fine, we will ask."

"We should go, might be our best chance to find him" human Twilight said as the rest agreed.

* * *

At the cafeteria Peter took his lunch crate and made his way to get a seat "Well at least not changed at a cafeteria, although the lunch lady sounded a little like AJ, must be related or something." he said to himself until he reached a table, since he was new he didn't see any point of hanging out with anyone else. He sat down and opened his tablet "Okay, thanks I know enough about this place, now time to find the Dazzlings. I they say it's magic then it might also be energy." trying to get a scan of the school to look for energie sources.

The mane 7 plus Princess Twilight, Starlight and the dragon-turned-dog Spike arrived at the door of the cafeteria, before they entered Princess Twilight was stopped by Sunset "Uh, might not be the best idea Twilight."

"Why?"

"It would be pretty weird- well weirder then usual if everyone saw two Twilights and Spike at the same time." Rainbow answered

"You mean weirder than 7 girls with a talking dog that have superpowers and fight magical problems?" Starlight asked rhetorically proving a point

"Point taken." Sunset replied

They entered the cafeteria and look around until Pinkie pointed to where Peter was sitting. "There, he is."

Starlight got a look at Peter "That's Peter? He doesn't really seem that much of a trouble."

"So did the Dazzlings." Sunset replied

"Point taken."

"Well, since we are here, we might as well get something to eat." Rainbow suggested

Back at Peter's place, the young hero was using his tablet to pin point the magic signatures around the school "Uh, that's weird, there is a strong reading outside the school where the statue is and... one in the cafeteria?"

Back at the Rainbooms, all the girls got there plates "Okay, let's go!" Rainbow said with a determined look

"Wait, maybe it would be wise to approach him without all of us, might make him suspicious if we all go." Applejack pointed out

"UGH! Fine."

"Alright, me, Pinkie, AJ and Fluttershy will go, if he agrees to let the rest of you come you can." Sunset said before making her way to Peter with the three she mentioned.

Where Peter was eating "The energy source just split? How?" he asked himself before hearing the voice of a familiar chipper girl

"Hey, Peter!" Pinkie beamed loudly

Then it clicked inside Peter's head 'Right, the girls have magical abilities, that's why they showed up on my scan.' he thought to himself and put all his stuff quickly back in his backpack. "Hey, Pinkie." he said continuing to eat. "So what are you doing here?"

"Well since you're new we though that we should sit with you to give you company." Sunset

"Really, just that reason?" he asked believing to be something else

"Eyup." Applejack replied followed by Fluttershy and Pinkie Pie

"Uhm, yes."

"Yes indeedly."

Peter looked at them, hard, he felt the tension in the air and decided to break the silence "Okay, enough with the 'pretending nothing is wrong card', I know what you're going say. So we might as well talk about the elephant in the room, or in this case at the table." he said

The girls looked at each other in surprise and worry until Fluttershy spoke "Um, do you know what we were going to say?" she asked shyly

"That if I'm in league with the Dazzling since I arrived at the same moment they returned? And the answer is no. After what you told me about them, I know there a bad group." he plainly replied

"Hold on a second, how did you know?" Pinkie asked.

"Because, I overheard you talking about it after I left Principal Celestia's office." he replied sheepishly earning a surprised from the girls

"You spied on us?!" Applejack exclaimed

"You thought I was in league with a bunch of fame hungry wackos from another dimension!" he said back "Look, I know you may not thrust me after that, but I'm telling you the truth, I'm not the bad guy, scout's honor!" he said motioning the scout's honor symbol

The girls then exchanged looks at each other before Sunset sigh "Okay, Peter, we believe you."

"Thank you." said before continuing his meal and the other did theirs too.

"So" Pinkie began "we told you about us, now it's your turn to talk about yourself." she said

Hearing that, Peter knew he would have to talk about his past "I don't want to talk about it, okay." he said trying to lose it.

"Please." Pinkie said and was making puppy dog eyes at the same time

Peter sighed since he didn't want to push it "Okay, fine."

"Yes!" Pinkie cheered before gasping "Wait, can the others hear it to?" she asked

Peter groaned "Sure." and Pinkie zipped to get the girls

Sunset, Fluttershy and Applejack could clearly see the lack of wanting to talk in Peter's eyes

"Why don'tcha want to talk about yourself?" Applejack asked

"Because my past isn't all 'sunshine and rainbows' compare to yours." he simply responded as the rest of the girls came and Peter noticed the second Twilight, the second Spike and Starlight Glimmer.

"Okay, I'm going to go and say that the Twilight without glasses is the princess of the pony world you told me about." he said with the girls confirming him "A pleasure to meet you your majesty." he told her and bowed slightly in respect for the princess of friendship

"This Spike is actually a, as he himself put, 'ferocious fire-breathing dragon'." he said in a dramatized tone making the dragon-dog chuckle sheepishly.

"And this would be Starlight Glimmer, the one that saved you all during the whole magic mirror incident." he said remembering about the events at the premiere of the movie they starred in.

"Yeah, that's me." she said smugly

"So, Pinkie said you're going to spill the beans about yourself?" Rainbow Dash said

"Pretty much." he replied not too enthusiastically

"You know darling, if there are things you won't want to talk about its fine"

"No I need to say it." he confirmed

"Alright, we're all hears." Sci-Twi said as all the girls took their places

"Well, I don't really know where to start." he said

"Well you can just tell us about yourself." Starlight explained

"Opening myself like an open book to a group of girls and two talking dogs, not how I thought my first day here would go." Peter joked at the situation making the girls and the dogs laugh. "Well the first thing you should know I'm a grade A nerd."

"Really?" the two Twilights and Sunset asked "What fields?" Sunset asked with interest

"Mathematics, applied science, biology, engineering and mechanics. Physics and chemistry are my top subjects." he numerated earning shocked and astonished looks from the girls "What?"

"Great, we got another 'egghead' on our hands." Rainbow Dash snarked making the others snickered, except the two Twilights and Sunset who glared at them.

"Yeah, I thought three was enough." Applejack added continuing to snicker.

"Well, at least they now have someone smart enough to keep up with their conversations when the rest of you blank out." Peter quipped with a smug look making two Twilights and Sunsets trying to hold themselves from bursting into laughter while the other, who were snickering just a second ago, shot their eyes open and were stunned and hurt at what Peter said.

"Did you just called us dumb?" the rainbow hair athlete asked to the brown hair nerd and turned to the three girls snickering "Did he called us dumb?"

The four intellects of the group looked at each other before answering "No." they all said while nodding from the head making the rest glare at them.

Peter laughed "And it's also the reason I'm usually a target to be picked." he continued

"Picked? As in 'bullied'?" Starlight asked.

Peter nodded in response "But I'm used to it so no need to worry." he assured them

"So other other than being a smarty pants what are you good at Peter?" Pinkie asked

"Well, I'm a freelance photographer." he continued, that made Rarity surprised

"A photographer?" Rarity asked.

"Yeah, mostly of... unusual things." he said

"What kind of 'unusual things'?" Applejack asked

"The kind that makes you think you're in a science fiction or fantasy movie." he replied, which technically was the truth, his life truly was the definition of unusual

"Sweet." Rainbow beamed

"So how can you tell us about your family Pete, what did your father do?" Princess Twilight asked

Peter's mood became slightly darker "I never really knew my parents, they left me to live with my father's brother uncle Ben and his wife aunt May when I was four. A little later they died in a plane crash." he explained with a saddened tone.

Hearing this made the group of friends' hearts hurt due to the fact of Peter having lost both his parents at such a young age.

"Oh dear, we are so sorry." Fluttershy said feeling sad for the young man

"It's fine, I'm used to it." he replied trying to drop it and move on

"So that's why you didn't want to talk about it." Twilight deduced

"Kinda yeah."

"Well not to worry darling, you still have your uncle Ben and aunt May." Rarity said trying to bring out the positive

Peter's mood became even more dark to the point where you could feel the pain coming out of him. The Rainbooms noticed that and looked worry.

"Peter?" Fluttershy ask in worry

"Uncle Ben was murdered a few months ago." he said pain ridden tone

All of them were beyond shocked after hearing this and they couldn't help but feel sorry for him, having lost his parents at a young age and his uncle months ago, it had to hurt to anyone

"What was he like?" Applejack asked

"Uncle Ben, he was the best, he was a veteran soldier. He was a role model and a father-figure to me, he was MY hero." he said in nostalgia then sighed "Man I miss him." he then got up "Thanks girls but I need go. It was nice talking with you, see you all around." he said before leaving.

"Poor Peter." Fluttershy said

"No kiddin'." Applejack added

"I feel awful, just awful." Rarity said hanging her head in shame

"Come on Rarity, it wasn't you didn't know none of us did." Twilight reassured her "I just wish we could do something for Peter." she said with a sad look on her face.

"Well one thing's for sure Peter is definitively not with the Dazzlings." Sunset said with the others agreeing

"I just wonder how Peter can live with all of that on him." Stalight said

* * *

Peter was walking through the hallway and look at a picture of him and his uncle. He then sighed at the pain and guilt of his uncle's death because he didn't tell the Rainbooms that he was responsible for his death. He remembered his promise to him by never looking the other way and use his powers for good as half his mask ghostly appeared on his face.

* * *

 **Here you go another chapter, in this one Peter met Princess Twilight, Starlight and Spike from Equestria and the girls learn a bit about Peter and his uncle's death, but not the whole story. Now the ghost Spidey mask on half of Peter's face is a reference to the Spectacular Spider-Man tv series, I really liked that thing when half of the mask appeared on Peter's face it's just so cool.**

 **Peter's role in the group will be sort of brother-like to the others, but as expected Spider-Man will cause bumps in the relationship.**

 **Until next time**


	4. Zombies! part 1

**In this one the girls get to see the other side of Peter and our favorite web-head gets his first taste of magic. I never exactly stated when it happens in the MLP verse so it happens between season 7 and season 8. Now, I first wanted the Rainbooms to have there new clothes from the Equestria girls digital series, but since I started this story before it started they win't have their new outfits.**

* * *

Inside the music room, The Rainbooms were trying to focused on their practice but were unable to due to them all thinking about the same thing. Applejack decided to break the silence and said what they were all thinking.

"I know we should be practicin' but I just can't focus." she said as the others agree.

"Me neither. Oh, Peter is such a sweet guy and we just hurt him." Rarity said in guilt only for human Twilight to reassure her and Pinkie to give her a hug. Rarity couldn't help but feel her friends support put a small smile on her face.

"I just wish we could do something for Peter." Sunset said making the girls nod in agreement.

As they we're thinking, the party girl's face lit up "I got it, SLUMBER PARTY AT MY HOUSE!" she beamed only for the rest to look at her with unsure looks.

"Huh, Pinkie Pie, Peter is a _boy_ and you want to invite him to a _girl's_ slumber party?" Rainbow said pointing out the problem.

"Yeah, might not be the best idea Pinkie." Sunset added

"Awwww." Poofy haired girl said in disappointment.

As they were continuing to think the door open and they saw Peter "I thought I'd find you girls here." he said entering the room and noticed all eyes looking at him concerned. "Okay, the way your looking at me usually means that you want to say something but you don't know _how_ to say it."

Princess Twilight got up and walked towards Peter and put her hand his shoulder to comfort him "Peter we just want to say were sorry for your loss and if you need help we're here for you." she said in a comforting tone.

"Thank you, but I'm fine honestly." he replied and tried to think of a way out of this situation "You know what we should go to the mall. I never got a chance to go there and you girls could tour guides. Also we can go there and have pick up some ice cream." he said and all of the sudden Pinkie zipped to Peter's side.

"What are we waiting for?!" she beamed "Let's go!" she literally picked up Peter a zipped out the door.

"WOAH! HEY!" he yelped

The girls just giggled at Peter's predicament and they followed them, unbeknown to them the Dazzlings were following them.

* * *

"Wow! Nice." Peter exclaimed as they were approaching the Canterlot mall "And I have to say Pinkie you are freakishly strong for such a skinny girl." he said before he realized what he said "Body! body, I mean body, not girl, well you are a girl, but I didn't mean 'skinny' in a way that make say you're not strong, I mean-" he continued rambling on until he noticed all the girls trying to hold they're snickering "I just made myself look like a complete idiot, didn't I?" he asked even though.

"Pretty much." Rainbow Dash confirmed with a snicker and Peter got hugged by Pinkie Pie.

"It's okay, I know what you meant." she said as Peter wiggled out of her embrace feeling a little uncomfortable. He likes hugs but those that happen like that, just makes him feel weird.

"I'm so excited, usually being a princess in Equestria takes some of my time." Princess Twilight admitted.

"Yeah, one time, she stayed up three days to organize a summit." equestrian Spike added.

"Hearing that makes me glad I'm _not_ a princess." Sunset said with a chuckle.

"I can relate, my job takes a lot of my time too." Peter put in.

"What kind of job?" Fluttershy asked

"It's kinda hard to describe and I don't exactly a lot of free time either." he said which was technically the truth since being the protector of New York City wasn't a job with a lot of spare time.

"Well this is all about relaxing as you said Peter and you are going to love the mall, the boutiques-" Rarity began as they entered the mall.

"...the arcades" Rainbow continued

"...the food court" Applejack said

"...the movie theater" Starlight continued

"...the lack of people." Peter noted, because as it turned out the mall appeared to be empty and that the light were closed making it dark.

"Is it closed and someone forgot to lock the doors?" Sci-Twi asked

"No it can't." Rarity declared

"How would you know? Oh, right I forgot, knowing when the stores are opened and closed are your specialty." Peter said making Rainbow, Applejack and Pinkie Pie snicker while Rarity glared at him until they heard a creepy noise.

"Uh, I think we may have a problem here." Fluttershy said in a frighten tone the others looked to where she was pointing and they saw...

"Well that explains things-" Peter said in a nervous tone as they saw people walking towards them with their arms reaching for them and making grunting and growling sounds "...Zombies!"

* * *

 **(Spider-Man Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

As the zombies were closing in on the teenagers Pinkie Pie screamed as her legs moved so fast they appeared to look like they were like wheels but was stopped by Peter who grabbed her arm.

"Every Halloween time of the year, me, Uncle Ben and my best friend would watch horror movies, including ones zombies. So I know what I'm talking." Peter said in confidence. "Rule number 1: Do not panic."

"Too late." Fluttershy whimpered behind Peter.

"Uh, what's the second rule?" Dog Spike said

"Rule number 2: Zombies are scary, but they are slow, will only be able to attack if they get close to you. So if we can calmly make our way to the exit and avoid them, we should be fine getting." he explained until he got cut when they saw a group of zombies from a different corridor running towards them.

"Slow?! You need to update your zombie knowledge, Pete!" Rainbow exclaimed as more zombies showed up and one dropped from the second floor of the mall.

"Yeah, rule number 3: Run!" he ordered as all the girls zipped away and Peter followed them. As they were running they were trying to lose the zombies chasing them "These are NOT your average zombies!" he exclaimed "Rarity, Twilight, Pinkie, buy us some time!" he said.

Hearing that, Rarity created giant diamond shields that held off the zombies: human Twilight used her magic to move objects and putting them front of the zombies making them trip and Pinkie threw sprinkles at the zombies, making them disoriented as they exploded in their faces. As Peter was running he saw a zombies ready to attack Sunset and Princess Twilight, thinking quick without a second thought, Peter pushed the two ponies turned-human out of the way from the zombies grasp and took the blow meant for her.

"PETER! NOOOOO!" Sunset and Princess Twilight screamed as the others watched the brown haired boy's sacrifice.

"I'll be fine! You need to find what's causing it and stop it!" he told them.

"We're not leaving you!" the princess of friendship said.

"I wasn't asking, now go, rule number 4: find a place to hide!" he ordered them and they left with the others. Luckily, Peter threw a spider tracer on Starlight's vest "Yes!" he whispered to himself and made sure they left the scene before looking to the zombies "Alright the walking dead, you should know one thing about me-" he said before freeing himself from the zombies that were on him "... I'm full of surprises." he said putting himself in a fighting stand and ready to fight.

The zombies rushed at him, expecting to have the upper hand, but Peter effortlessly countered the zombies by dodging and blocking their attacks, grabbing them and throwing them over his head and making them hit other zombies. He managed to use this added time to give himself some distance to find a place to hide inside a store. As the zombies followed the direction the teenage hero took they completely ran by the store he was hiding in.

Peter poked his head to see that it was all clear. "Alright, the mall has been infested by zombies, me and the girls separated which is the first thing that you should never do in a horror movie. Good news is that with the tracker I put on Starlight I'll be able to find them and I think it's high time they see the _other side_ of me." he said quietly to himself as he put his Spider-Man mask on.

* * *

The Dazzling have followed the Rainbooms to the mall and have gotten themselves captured "Let us go immediately!" Adagio demanded in a furious tone as the zombies were carrying them.

"Don't make them angry! We don't want them to eat our brains!" Sonata told her leader in a scared tone.

"Ugh, don't worry Sonata, it's not like you have anything they want from you." Aria snarked at her

"Hey!"

"I don't know what's worst, being kidnapped by zombies or having to listen to you two." Adagio said before she and the others were dropped to the ground "Hey!"

"My apologies, they really have no manners, well what do you expect from mindless idiots." a mysterious figure said

Adagio just glanced at the other two sirens turned-human "I hear you. Now who are you?" she asked

"Just someone that you will be loyal to." the figure simply replied as he pulled out a glowing crystal.

Seeing this, Adagio's eyes lit up "Where did you get that?" she asked recognizing it as Equestrian magic.

"Oh, just something I found near a statue at a school that has a serious fascination with horses." he said nonchalantly.

"Canterlot High!" the sirens said in union remembering the time they passed as students to steal the magic.

"Yes, that's it, but it's not like you'll need to know that. Now look into the light." he said as the crystal glowed in a blinding light.

* * *

Back at the Rainbooms, they hide themselves in a store. Human Twilight, Dog Spike and Rainbow were keeping a lookout for the zombies, Applejack, Pinkie and Rarity were trying to calm Fluttershy down while Starlight, Sunset and Spike were trying to reassured Princess Twilight after Peter's 'sacrifice'.

"He's gotta be fine, he has to be." the princess of friendship said in hopes of it being the truth, but she still had watering eyes.

"Twilight, don't worry, I'm sure Peter's fine. After all he does know a lot more about zombies then we do." Starlight assured her.

"Yeah and if he really is such an expert he might last longer than us." Spike added

"Oh please, there is no such thing as zombies." Human Twilight said "There has to be a logical explanation." she said trying to find one.

"Tell that to the army of walking dead outside." Rainbow said proving a point.

"I have to agree with skittles, I seen a lot of weird and crazy things in my life, so I'm willing to believe in zombies." a voice came from behind them they all turned and saw a figure in the shadow with two giant white eyes.

"AAAAAGGHHHH!" They all screamed in terror until the figure came out of the shadowy place and they got a better look at him.

"Is this the way you always treat mysterious guy that lurks in the shadows? Because I have to say, it hurts my feeling." he said in a jocking tone.

"Oh, I'm sorry." Fluttershy said in an apologetic tone

"Don't apologize." Rainbow said to Fluttershy making her spooked "Who are you are you? Some kind of cop?" she asked the stranger in an assertive tone

"The masked guy just look at them "You seriously think I'm a cop? A cop, in a skintight red and blue?" asked dumbfound

"Speaking of which, it looks quite interesting I must say." Rarity said bluntly

"Thank you, I designed it and I was mostly focusing on it being a beacon of hope, being friendly and based on an arachnid." he explained

"Well I must say it looks quite classic, yet it could use a new touch." she said before Applejack stepped in.

"Really Rarity? You're going to think of making a costume for a guy we just met?" the farm girl asked in disbelief to the fashionista.

"Well excuse me Applejack, but there are certain small things some people appreciate." Rarity replied making Applejack roll her eyes before turning to the vigilante.

"Also we didn't catch yer name there."

"Right, where are my manners? I am your friendly neighborhood-" he said before getting cut by Pinkie who randomly popped up behind a shelf.

"Bug boy?"

"No."

"Daddy long legs?"

No."

"Web face?"

"No."

"How about-" she began before a red glove covered her mouth.

"I am your friendly neighborhood Spider-Man." he introduced himself and removed his from Pinkie's mouth.

"I'm Princess Twilight Sparkle, this is Sunset Shimmer, Starlight Glimmer, Applejack, Rainbow Dash, Pinkie Pie, Rarity, Fluttershy, the two dogs are both named Spike and the other me is the one from this world." the princess said.

Peter remembered that they all met Peter Parker but not Spider-Man so he had to play along to avoid suspicion "Other world? Could you please explain?" he asked trying to sound like it's the first time he's heard that.

The girls then quickly explain to him about Princess Twilight, Starlight and Sunset are from Equestria and that the Spike from there is a Dragon. They also got him caught up by the situation and then looked at him with suspicious looks.

"What?"

"How do we know we can trust you?" Sunset asked.

"Well, you don't miss Shimmer, but I assure you I can help you get out of here." he answered and made sure he didn't give away anything that might reveal his identity.

"Well I don't trust guys wearin' masks. I prefer to look someone in the eye to tell if they're lying or not." Applejack stated.

"Me too, I never was a fan of vigilantes. Always taking the law into their own hands without any regard for the real authorites." human Twilight added.

"Well right now a 'vigilante' is your best shot at getting out of here, so you don't really have a choice." he shot back.

"No! We can't leave, we have to save Peter!" Princess Twilight declared

Hearing this made Peter realize 'Of course, the thinks Peter Parker has been turned into a zombie.' he thought to himself "I'm sorry, but right now my job is to get you all out of here." he stated in a firm tone.

"How did you get in here anyway?" Fluttershy asked

"The air vents." the masked hero pointed to the still open vent he came out of.

"Also, what if we don't agree?" Rainbow asked and got in Peter's face but backed off when someone at the door began to knock intensively.

Rarity peeked and saw the silhouette of her little sister and her friends "Quick! Open the doors, it's Sweetie Belle and the girls!" she alerted them.

"No wait! They might be-" Peter tried to warn them but was too late the doors already opened to three zombified crusaders and they rushed inside the store.

Everyone expected the three to attack them, but they actually were searching through the shelves as if they were trying to find something. Sunset approached them and passed her hands in front of Scootaloo's face "It's like we're not even here." she said

"Which is a good thing considering that hungry zombies would try to eat our brains." Spidey clarified and got a good look at the girls "And I think thing just turned for the better." the red and blue clad hero continued.

"Exactly how is that better? My little sister got turned into a zombie!" Applejack exclaimed

"Just look at them. They're not decaying, rotting or even oozing. As a matter of fact, they're actually quite healthy for zombies." he said as the three girls continued to search the store.

"Yeah, they even smell healthy." Spike noted.

"Do you think we can cure them?" Starlight asked.

"Maybe, but we won't be able to unless we know what's causing it." the masked hero said as he turned to the door "I'm going out there to find out and you girls get out of here now." he told them

"No way! Whoever did this to Applebloom is going to pay!" AJ declared

"Indeed! No one turns Sweetie Belle into a zombie and get away with it!" Rarity backed her friend

"Scootaloo is like a little sister to me, there is no way I'm letting you help her without me!" Rainbow Dash added

"And we will help you all the way!" Sunset said as the others nodded

Peter just sighed in defeat "I'm not going to change your minds, am I?" he asked with the Rainbooms giving readied look for the mission "Fine, but just please be careful." he said

"Don't worry, we're The Rainbooms we're used to deal with this kind of things." Rainbow said in a cocky tone.

"Okay, but we need to get out there to find what's causing all of this." the young hero said looking at the door.

"Wait, if we get out there aren't automatically zombie bait?" Dog Spike asked rhetorically.

The rest tried to think of a way until Pinkie accidently bumped a bucket of paint and they all looked at her "Oops, sorry." she sheepishly said and was expecting for the other to scold at her, but Peter got an idea.

"Great idea, Pinkie." he said much to everyone's confusion.

* * *

The next thing they knew they were wearing disguises to make themselves look like zombies and were walking like zombies "Remember, no grins, no attacks, nothing that might create attention. If there's a chance to cure them we have to find it." he said as they walked around.

They then noticed that the zombies where carrying furnitures and other thing "Hey look." Rainbow pointed out "There robbing the stores."

"Zombie don't do that, they spread like a decease and that's all. They don't steal." Peter said

"Then why would they want with pillows and flat screens?" Applejack asked before they noticed Lyra Heartstrings and Bonbon being carried by zombies.

"Let's follow them, we might learn what is causing these 'zombies' to appear." Sci-Twi suggested

When they arrived at the place where there were many zombies they saw a man on a makeshift throne. He had brown colored skin, dark brown hair and a painted skull on his face. He wore a black leather trench coat with a hood, fingerless gloves, black cargo pants, dark blue boots and had a crystal around his neck.

"I'm guessing that's the guy responsible for the zombies." Rainbow said

"Can we go home now?" Fluttershy asked in a scared tone

"No we have to stop him." Peter said then noticed how scared Fluttershy was "Hey, listen to me. I've been in situations like this before and I can tell you from experience that everything will be okay." he reassured her.

As scared as Fluttershy was she felt a comforting feeling coming from the masked hero "Okay.".

"More minions for me to have. How wonderful" he said before lifting his crystal "Look into the light." he said as a bright light began to shine in the eyes of Lyra and Bonbon.

"That's equestrian magic. The crystal has magic in it." Princess Twilight said

"And he must be using it as a means of mind control." Sunset continued

"So the zombies are actually his victims." Starlight finished

"That explains why the girls didn't try to eat our brains. Those aren't post-apocalyptic zombies, there old school voodoo zombies. Totally different type." he explain as they all looked at him "I watch a lot of movies." he admitted sheepishly.

"Now, I have enough minions to finally take control of this city and soon everyone will obey me, Mister Strings." He said and one of his zombies gave him a cupcake "A cupcake?! How many times must I tell you? I HATE CUPCAKES!" he screamed.

"Hey, cupcakes are delicious you big cranky, meanie pants!" Pinkie Pie yelled at him but quickly covered her mouth realizing what she just said and all the zombie cleared to show where it came from "Uh, oops?" she laughed nervously as her friends gave her angry eyes.

"Cease them!" Strings ordered.

The zombie army began to circle the teenage team like wolf circling their prey "Pinkie, remind me to never bring you to stealth missions ever again!" Peter told her.

* * *

 **Next time it's Spidey and Rainbooms vs Mister Strings and his army of zombies. Now the Rainbooms met Spider-Man, but the problem is that they don't really trust him because he wears a mask.**

 **Come back next time to see the next chapter of this story and don't forget to leave reviews.**

 **Until next time, my little readers**


	5. Zombies! part 2

**Here it is, part 2 of my Halloween special. Hope you enjoy it.**

* * *

(Previously on The Equestrian Spider-Man)

Peter: You know what, we should go to the mall.

Princess Twilight: I'm so excited.

Sci-Twi: Is it closed and someone forgot to lock the doors?

Fluttershy: I think we may have a problem.

Peter: Zombies! Run!

Sunset Shimmer and Princess Twilight: PETER! NOOOO!

Peter: Time they see the other side of me.

Rainbow Dash: Who are you?

Spider-Man: I am your friendly neighborhood Spider-Man.

Rarity: It's Sweetie Belle and the girls!

Spider-Man: There actually quite healthy for zombies.

Starlight: Maybe we can still cure them.

Spider-Man: We won't be able to unless we know what's causing it.

Applejack: Whoever did this to Applebloom is going to pay!

Rarity: Indeed!

Rainbow Dash: Hey, look.

Sci-Twi: Let's follow them.

Rainbow Dash: I'm guessing that's the guy responsible for the zombies.

Princess Twilight: That's equestrian magic.

Sunset Shimmer: And he must be using it as a means of mind control.

Doctor Voodoo: Now I have enough minions to take control of the city and soon everyone will obey me, Doctor Voodoo.

Pinkie Pie: Hey!

Doctor Voodoo: Cease them!

Spider-Man: Pinkie! Remind me to never bring you to stealth missions ever again!

* * *

 **(Spider-Man: Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

As the zombies circled the teenage heroes Mister Strings was laughing "Did you really think you kids had a chance to defeat me and my army?" he asked incredulously.

"Actually, yeah we did. Before _someone_ blew our cover!" Spidey said looking at Pinkie with his lenses squinted and the girls glaring at her.

"I said I was sorry." Pinkie defended herself

"Don't be, I'm actually a fan of the famous Rainbooms."

"Really?" Rainbow asked with a grin on her face while the other face palmed and let out aggravated sighs.

"Yes and I will be happy to had you to my army. Get them!" he ordered his army.

"Remember don't hurt them! They're innocent people!" Spider-Man reminded the girls.

"Tell that to _them_!" Starlight replied as the zombies began swarming them.

"Alright ya'll let's do this!" Applejack declared as the Rainbooms all nodded and were ready for action.

"Get the crystal! If it break, everything should goes back to normal!" Princess Twilight said

The teenagers tried their best not to harm them and reach Mister Strings. Rarity was using her shields to repel them, human Twilight was using her telekinesis to do the same, Rainbow Dash was using super speed to dodge the zombies and push them, Applejack was protecting a frightened Fluttershy with her super strength and was throwing zombies around, Pinkie was throwing sprinkles at the zombies to disorient them, Princess Twilight, Sunset, Starlight and the two Spikes were trying there best to avoid the zombies. As much as the Rainbooms were doing their best they were quickly overwhelmed by the zombies.

Peter tried to make his way to them zombies by utilizing his speed, agility and Spider-Sense to reach Strings. Once he got there he engaged in a hand-to-hand combat with the puppet master and was countering, dodging and throwing his own attacks. As he was fighting the girls noticed him fighting the crazy man.

"Wow, he's good." Starlight noted in amazement as both Spikes nodded in agreement.

"Who is he?" Twilight asked intrigued

Back to the two fighters, Spidey grabbed both of Mister Strings' arms with each hand. Strings noticed that the Rainbooms have been overwhelmed and he grinned at his opportunity. He flipped backward and kicked Spidey in the chest, sending him flying in a stand. He then got in front of the Rainbooms "Like I said, I will be happy to have you in my army. Now, look into the light." he said as the crystal brightly shined.

Peter got back up and saw the Rainbooms getting up "Girls!" he called out only to see that they all have been turned into zombies "Oh no! You've all been turned into mindless zombies!" he them turned to Pinkie who had her hair flat due to being hypnotised "Except you Pinkie, you already were sort of mindless." he said.

Mister Strings let out a maniacal laugh "Now little spider, what is your next move?" he asked in a taunting tone. As his answer, he receive a glob of webbing to the face blinding him long enough for Peter to make his escape. The crazy man removed the webbing from his face and saw that the young hero vanished. "Find him and bring to me. He could be a valuable asset to my army." he ordered to his army that rushed to find the web head.

* * *

Peter was running through the mall hallway as the zombies were closing in on him. He shot giant webs that reached both sides of the hallway and stopped the zombies in there tracks. As he turned and continued to run, he stopped and saw the Rainbooms in front of him "Come on girls, I really don't want to have to hurt you!" he said as his lenses reflected the mind controlled Rainbooms closing in on him. They then began to halt and they seemed to struggle, most likely they were trying to get back there minds "That's it! Come on! You can do this, all of you!" he encouraged them.

"Can't... do it... must stop... Mister Strings." Sunset said while trying to get back control of her mind.

"Yes you can! I know you can!" he kept motivating them.

"Why do you care so much?" Starlight asked

Peter, seeing no choice at all, then decided to do a bold move "Because... I'm a friend... it's me... it's Peter." he said in a reassuring tone.

Hearing this made the girls and Spikes fully snap out of their mind control. Princess Twilight spoke up "Peter? Is that really you?"

Now with his secret revealed Peter took off his mask "Yeah, it's me guys, I'm Spider-Man." he said.

All of them were taken aback by this revelation. The guy that they came to know a as average not too exciting geek was actually a hero.

"This is crazy! I'm freaking out!" Starlight said putting her hand on her head while the others were just as shocked.

"Yeah, I know, it's a lot to take in right now and that zombie invasion isn't really helping, but try to calm down and not be so loud so we don't get there attention." he said to them.

They all began take deep breaths to calm themselves down "Okay, deep breaths, calming down now." Applejack said.

"Wow, it felt weird, not controlling your body." Pinkie said before holding her breath and making her hair poof up again.

"Oh, I hope I haven't-" Rarity began before she looked to her shirt and saw the drool on it "...nevermind." she said in a deadpanned tone.

"Now, that we got that mind control out of our heads, what do we do now?" Sunset asked.

" _We_ are not going to do anything. _Y_ _ou_ are all sitting this one out while _I_ take care of MS." he said in a firm tone as he put on his mask.

"Are you nut? He's going to beat you." Spike pointed out.

"Twilight, you said if the crystal is broken things should go back to normal, right?" he asked the princess of friendship.

"Yes, but you won't able to do it on your own, if he manages to take control of you you'll become another one of his soldiers." she explained

"And not just a minion, you'll be a _super_ soldier that can't be stopped." Sunset added.

Peter chuckled at _'super soldier'_ "Captain America would probably laugh right about now." he said

"Who?" AJ asked

"A legendary hero from my world."

"Your world?" they all asked completely confused.

"Long story, I'll explain later." he replied "Right now I have to go take care of a certain wackjob." he said and was about to leave but got stopped by Rainbow grabbing his arm.

"Oh no Parker, you are _not_ leaving us to go play hero and getting all the glory." she said sternly as Peter yanked his arm from her grip.

"I don't hog the glory, I go there break the crystal, stop Mister Strings , get out before anyone notices me and change back into my civilian clothes while you can all have the glory." he explained.

"Really?" Rainbow Dash asked surprised.

"I could care less about it and people must not know about the Spider-Man." he confirmed "Now if you excuse me..." he was making his leave again.

"Please Peter, we thought we lost you. We really don't want that to happen." Princess Twilight said in a sadden look.

'I shouldn't have told them who I was, now they won't let me do this.' he thought to himself regretting his action. He sighed and turned back to the girls " _We_ do this _my way_." he said making the girls smile "And here is how we're going to do it..."

* * *

Back at his throne, Mister Strings was just relaxing and waiting and then saw the Rainbooms dragging a tied up Spidey to him. The villain stood up "Well, I must say that you are quite persistent, little spider. Something to admire, really." he said.

"That's what you'll learn about, I just don't give up." the red and blue hero stated.

"But Now look into-" he began before getting interrupted.

"Wait!" Peter said loudly making Mister Strings stop "Before you turn me into one of your zombies, care to explain to me why you're doing this? Because you are doing quite a lot, turning people into zombie to take over a city."

"Well if you want to know me, I am a unique individual." he said.

"What kind of unique?" the webhead asked.

"I think 'differently' than others, you know what I mean?"

"Yeah, you're a psychopath." Peter concluded with a glare.

"Well for your information vigilantism a crime too... Mister Parker." he said in an icy tone making Peter's lenses widden "You see, this crystal doesn't just allow me to turn people into zombies. It also allows me to see what they're seeing... and who's no longer under my control." he said glaring at the Rainbooms as they get captured once again. Seeing this Peter broke from the rope, that has been rigged to make it look real, but he was subdued by the swarm of zombies. "So that was your plan? Fake capture and take the crystal from so you can destroy it?" he asked with a laugh as he approached Peter and pulled his mask off, revealing the brown haired and green eyed boy giving him a death glare "You know what impresses me the most about you? It's that you actually think you can make difference just by putting on a mask." he said as he threw Peter's mask to the ground. "Some hero. How can you save anyone when you cannot even save yourself?" he asked tauntingly before shrugging "Oh well, at least you'll make a fine minion to my army." he finished and pulled out the crystal. Peter just smirked "Didn't know becoming my most powerful minion was amusing to you." he said confused.

"See? I told you." he turned to the Rainbooms "Bad guys always like to talk when they think they have the upper hand in a situation."

"Well, you were right. Guess we'll by the drinks." Sunset said as AJ and Rainbow groaned in defeat.

"What is the meaning of this?" Strings asked.

"We actually had a bet. To see if you would talk when you had us beat." the brown hair teenager said "And to buy some time for phase 2 of the plan. SPIKES! NOW!" he yelled.

Mister Strings then felt pain coming from his left leg, he looked to see Dog Spike biting him "Narrg!" he screamed in pain as Spike jump and grabbed the crystal in his mouth. "Why you little- Grab the crystal!" he ordered to zombies who let go of the girls and Peter.

"Get the crystal and break it! It's our only chance!" Princess Twilight told them and they all nodded at his order.

As the zombies were chasing Spike they managed to corner him at a wall.

"Spike!" Sunset called to the dragon turned dog who threw the crystal to her, then zombies began to surround her. As the girls all took turn throwing the crystal.

Sunset Shimmer to Rainbow Dash

Rainbow Dash to Fluttershy

Fluttershy just trembled as the zombies all surrounded her and she was saved by Applejack who pulled out a rope and lassoed Fluttershy, pulling her to safety.

But Fluttershy lost grip of the crystal and a zombie caught it, only for Pinkie Pie to pop out of a nearby trash can, grabbed the crow, threw it away and zipped back in the trash can. The zombie then kicked the trash can and searched through it to find the poofy haired only to see she's vanished, appeared under his hat and hopped off his head, much to his confusion.

As the crystal flew, it was grabbed then thrown by the following Human Twilight, Rarity, Starlight and Princess Twilight before all the girls got submitted by the zombies. In a last attempt Princess Twilight threw the crystal randomly.

"Yes!" Mister Strings said as the crystal came to him but...

"Can have this? Thanks!" a web grabbed the crystal and pulled it away from him.

"Huh? No!"

Spidey made an around the world move over his head before slamming the crystal to the ground, ultimately shattering it and making a wave of energy come out of the crystal and spreading throughout the mall. This made the zombies collapse to the ground and making them revert to there normal selves.

"This isn't over. I will get my revenge on you all, you accursed little-" he said before being knocked out by a punch from Spidey.

"Man, that guy really likes to hear himself talk." Peter jested before noticing some people were starting to wake up "Cover for me." he quickly told the Rainbooms before running off.

"Whu? What happen?" a voice asked that Applejack recognized right away.

"Apple Bloom! You're Ok!" the farm girl exclaimed as she hugged her little sister closely.

"Sweetie Belle!" said as she embraced her little sister too.

"Good to to have you back squirt." Rainbow Dash said rubbing Scootaloo's head.

"Thanks, but, uh, what happen?" the young daredevil asked.

"Hey, girls! I'm here!" Peter called running towards them in his civilian clothes "Sorry, after I lost you girls I hid in another store and must've past out because when I woke up everyone was back to normal." he explained a very creditable alibi "What happened?" he asked trying to act innocent.

"Well, it turned out that some meanie crazy wacko was responsible for the zombie infestation and he was using this magic sparkly crystal thingy to mind control everyone into his zombie army and we manage to break the mind controlling crystal and turn everyone back to normal." Pinkie Pie said in one breath and ended with a squee and a toothy grin.

Peter looked at her impressed "Huh, cool." he said as officers arrived, cuffed Mister Strings and dragged him.

"Alright pal, come quietly and get ready to get back to your medicines." one of the officers explained.

"Well, this certainly was not what I had in mind for a 'relaxing day at the mall'."Rarity said as she and the Rainbooms all looked around and saw the shape the mall was currently in.

"You'll get used to it." Peter comforted her with a smile.

"Who are you?" Apple Bloom asked.

"Peter Parker, you almost ran into me earlier today." he introduced himself and recounted the events from briefly seeing them.

"Right, sorry." Scootaloo said as the three looked sat him sheepishly.

"It's cool, no harm done." he brushed it off.

Sweetie Belle looked at the young man before speaking up "Wow, you're really cute."

Hearing this made Peter blush "Uh, thanks, that's sweet of you to say." Peter responded.

"Sweetie Belle! Don't embarrass the poor dear." Rarity scolded her little sister.

"It's ok Rares, I'm not usually called 'cute' by most girls due to being a science geek." Peter came to Sweetie Belle's defence.

"Well anywho, Ah'm Applebloom."

"I'm Scootaloo."

"And I'm Sweetie Belle."

"Well, girls it's good to know you're alright, but we need to have a _talk_ with Peter." Sunset Shimmer said.

"Is it about who he likes the most?" Sweetie Belle asked making Peter taken aback.

"What?! No!" Peter exclaimed.

"Well I think it would be Sunset, since Twi already has a boyfriend." Apple Bloom said making Sci-Twi blush.

"Shouldn't Sunset Shimmer be the logical choice?" Scootaloo suggested making the said girl blush too.

"Okay!" Peter spoke up "You three can have your vastly important conversation, we are going somewhere else to do ours." he said taking his leave with the Rainbooms, wanting to get out of the awkward situation. Sweetie Belle was about to spoke up but got cut off "And no, it's about who I like most!" Peter said.

"Awww." the three said in a slightly sad yet disappointed tone.

* * *

The Dazzlings were now getting back up and Aria spoke up "Now what?"

"Now we get our magic back." Adagio said with a sinister grin.

* * *

Later inside the music room at CHS, after the events at the mall, Peter to the girls his mission and the reason he came here. He told them his origin story, but left out the part about the burglar and his uncle's death, for obvious reason. He also told them a bit about his world which left them confused and sometimes wondering if he made things up since it sounded as Pinkie would say 'freaky-deaky'.

"Wait a minute! Let me get this straight you're a hero?" Applejack said trying to sum things up.

"With spider powers?" Rarity said in a somewhat disgusted tone.

"From another world?" Spike continued.

"And you have gods, monsters and aliens in you world?" Pinkie Pie finished.

"Pretty much, yeah." Peter calmly confirmed.

"That is so awesome! I so wish I could be in that world!" Rainbow exclaimed as stars shined in her eyes.

"Me too. I mean, all those discoveries and technological advancement." human Twilight said in a dreaming tone making Dog Spike roll his eyes

"So what are those 'powerful forces of evil'?" Fluttershy asked in a nervous tone.

"I'm not sure, but I don't think it's a coincidence that the Dazzlings came back." Peter said in suspicion.

"You think it might be a revenge plot?" Starlight asked.

"Maybe, I just wish I knew _what_ it was." he said

"Well you won't have to do it on your own." Princess Twilight said as the others agreed.

"Thanks, but no thanks"

"What?! Why not?!" Rainbow Dash demanded.

"I appreciate the fact that you want to help and I am not against it, but I can and ratter do this on my own." he said in order to keep them safe.

"No can do sugarcube, we sure aren't lettin' any friend of ours fightin' those nasty sirens on his own." Applejack said.

"You don't understand, my fights are intense and there a chance you might get hurt. I don't want to be the one responsible for any of you getting hurt." he replied.

"Peter in case you forgot we faced fights too. They may not have been as intense as the ones you faced, but we can help. We have experience with the Dazzlings remember?" Sunset brought out a good point as Princess Twilight spoke.

"Peter, I know you must've had some bigger level of bad guys back in your world, but this isn't _your_ world, we can help you. A while ago I could care less about friendship, but..." she began her lecture but got cut off by Peter.

"Ok, Ok, I'll accept the help if it stops your lecture about friendship." Peter said quickly making Twilight glare a him for cutting her off and the rest giggle a bit. Peter then made his way to the door.

"Where are you going?" Rarity asked

"Well, since I don't have a bed nor a house, I'm going to sleep at the library." he was about leave before he remembered something "But first," he began before moving to Starlight and taking off the spider-tracer he planted earlier "I'll take my spider tracer back."

"Since when was that there?" she asked suspiciously.

"Remember my 'sacrifice' back at the mall?"

"Yeah."

" _That_ is how I found you." he clarified "Anyway, see tomorrow morning, bye." he was about to leave before Fluttershy spoke.

"Wait! Do you actually have a crush on any of us?" she asked referring to earlier.

"No, I already have a crush on a girl back home so I don't need that here, no offence. Plus, I consider you more like my sisters, or something. See ya." he exited the room.

"Bye." everyone said and Applejack spoke.

"Man, Pete seems like an okay guy." she said.

"Indeed." Rarity added.

"Good thing he doesn't have a crush on any of us. _That_ would've been weird." Starlight said.

"True that." Rainbow agreed.

"I just wish he would've come to my slumber party." Pinkie said sadden before being comforted by Princess Twilight, Starlight and Spike.

"You know Starlight Spike and I are letting Peter have the library and _we_ don't have a place to stay." she said to the party girl.

"YAY! MORE FRIENDS TO MY SLUMBER PARTY!" she exclaimed happily while hugging the princess of friendship, Starlight and Spike tightly.

* * *

Midnight at CHS, Peter was already asleep in the library and the Dazzlings where outside the Dazzling where approaching the statue.

"Are you sure about this?" Aria asked doubtful

"Positive." Adagio responded before they each put there shattered pendants on the statue and they glowed. The pendants began to reconstruct and then became fully assembled. "It worked!" Adagio put her pendant on and felt the magic course through her "And more powerful then before." she added with pleasure.

The other two put theirs on felt the magic too and Sonata spoke "This is going to be so much fun."

"Yes it will." the leader the of the Dazzlings confirmed with a sinister grin.

* * *

 **There you go right on time for halloween, sorry if it seems a bit rushed but I want to make this a story that lasts a few days, not weeks because it would be weird for Peter and let us be honest it probably fits better this way.**

 **I have another idea in mind for my next instalment and I would like to hear your ideas to give me some inspiration.**

 **So what did you think of my latest chapter? Leave reviews please**

 **Until next time my little readers**


	6. Babies going to school

**Here we go my sixth chapter, in the last one the girls learned about Peter being Spider-Man, him coming from another world and the Dazzlings got their magic. Things are getting more and more intense. Also just as you would expect Peter wanted to go lone wolf against the Dazzlings, but as the girls insisted to tag along despite Peter saying no.**

 **Another thing I want is Peter not sharing his entire story out guilt and fears what the girls will think of him afterwards. Also things are about to get a bit bumpy between Peter and the Rainbooms because the Dazzlings got there magic back, so this story is about to become more exciting. Plus an old enemy of the Rainbooms return.**

 **Let's see what happens next.**

* * *

Morning at CHS, Peter slept at the library during the night sue to the girls having a slumber party, he was outside waiting to greet them.

"Hey Rainboom,!" he called out as they approached him.

"Hi Pete. How was the library?" Sunset asked.

"Could've been more comfortable." he said rubbing his back.

"You could've come to my slumber party." Pinkie Pie said.

"As much as a Pinkie Pie party sounds fun from what heard, I'm not really that interested in having sleepovers with girls, no offence." Peter clarified

"None, taken." Pinkie said shrugging her shoulders indicating she wasn't offended.

There attention was turned to the Dazzlings that arrived in a convertible car that match there respective colors.

"Since when do the Dazzling have a car?" Rainbow Dash asked.

"Forget that, since when do they know how to drive in the first place?" Peter asked.

The Dazzling came out of the car and walked by the the young heroes and Peter's Spider-Sense tingled.

"Girls we got a problem." Peter said in a nervous tone.

"Got that right. Their trying to have a cooler ride then ours." Rainbow said displeased.

"Not that, my Spider-Sense went off when they passed us." Peter said

"Didn't you say that just happens only when there's danger?" Applejack asked.

"Yeah, but it was intense and the more intense it is the bigger the danger."

"So this is going to be one those days, huh?" Spike asked.

"Apparently. We must not lose them, if I can get close enough I can put a spider tracer on one of them." he said his idea.

"Why not me? I can move fast enough, before they can even see me." Rainbow said with a smug look.

"And what do we do if they feel a sudden gust of wind? They'll get suspicious." the Applejack pointed out.

"All the more reason why _I'm_ the one who's going to put it, I won't have any of you put yourselves in harms way to do something for me." Peter said in a firm tone before entering the school.

"Who died and made him the boss us?" Rainbow asked not displeased.

"I'm sure it's just because he wants to stop the Dazzlings before they do any damage." Sunset said standing up for Peter.

"I get that, I would be stressed too if I was supposed to do things like that." Princess Twilight said sharing the feeling.

"Too true, I mean you get freak outs every time some big thing happens." Spike snarked as Starlight snickered earning a glare from her.

"Come on we should make sure Peter doesn't get himself lost." Sunset said as the group followed their friend unknown that a familiar person was watching them.

"Well, _this_ will be fun."

* * *

 **(Spider-Man: Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

Inside the school, Peter was walking trying to trail the Dazzlings in order to plant a tracer on them. But what made it difficult was that every time Peter was trying to get close there were students in the way and they might've spotted him.

Peter sighed as the Rainbooms caught up to him "I can't put a tracer on them without risking getting caught by anyone and Twilight can't levitate the tracer without someone noticing." he said in a defeated tone.

"Should've let me do it." Rainbow muttered and Peter gave her a stern glare.

"Rainbow, Peter is tryin' to be subtle about all this and we don't need you to show off as usual." Applejack stated while getting in Rainbows face.

Rainbow just scoffed "Please, I totally could've handle it if 'mister hero guy' didn't tell me what to." Rainbow said out loud before Peter quickly covered her mouth and looked around to make sure that no one heard.

"Secret identity remember? So keep quiet and don't say a word about it to anyone." he whispered before removing his hand from her mouth and she stuck out her tongue.

"Why? You being a superhero is pretty much the greatest thing about you." Starlight said bluntly.

"Dude." he replied in a hurt tone before walking off.

Seeing this made Starlight regret her choice of words and decided to go apologize to him and the rest of the group followed her.

"Peter! Wait!" she called and made the young man stop "I'm sorry, I didn't mean-" she began before getting cut by the boy.

"No, you're right. Being Spider-Man is pretty much the _only_ cool thing about me and without that part I'm just an average ordinary nerd." He said leaning on the wall with a sadden tone.

"By the way we never asked, why are you a hero anyway?" Sunset asked.

"Yeah, it's not like anyone asked you." Rainbow added.

"Unless, it was because you were so traumatized by losing your parents at a young age and your uncle recently that you decided to fight crime and injustice in the form of the thing that scared you most as kid." Pinkie blurted quickly and received looks from her friends.

"No, I think it's another guy's origin story. I can't remember exactly whose it is though." Peter said casually.

"Then why do you do it?" Fluttershy asked.

Peter just replied "Because I made promise." he said as his mask ghostly appeared on half his face. This made the girls surprised to hear that much wisdom coming from him until he spoke up again "Come on we got to got tell Principal Celestia and Vice Principal Luna about the Dazzlings." he said before departing.

"Ah don't know you all, but the more we get to know Peter, the more I think he's a secret wrapped in another." Applejack said.

"I guess keeping secrets is part of having a secret identity." Sunset said.

"Still, I wish he would stop keeping so many secrets." the princess of friendship with a frown since secrets was not her favorite thing, even if it they were innocent.

"WHAT THE HECK?!" screamed someone the girls instantly recognized.

"PETER!" they all shouted and made there way to the origin of the scream, when they arrived and entered the office they understood why Peter screamed, because there was Principal Celestia and Vice Principal Luna as two year old babies.

"Girls! We need your help!" Principal Celestia said.

"No kidding you're babies! What happened?!" Rainbow asked and a voice answered.

"I happened." she said as the teenagers turned and a ray hit them turning them into two year old babies, except for the Spikes since they didn't get hit by the ray.

"Ok, did not see that coming." Starlight said they looked to the person that zapped them back into babies.

"Principal Cinch!" Sunset Shimmer, Sci-Twi, Applejack, Rainbow Dash, Pinkie Pie, Rarity and Fluttershy all exclaimed and glared at her while Dog Spike growled.

"Hello girls..." she said before noticing the four others "...and extra." she added in a not interested way making them frown at her.

"So I'm gonna go on a limb here and say that you are _ex-_ Principal Cinch." Peter said.

"Yes, but I must assure you that I will soon be Principal once more." she said arrogantly.

"And let me guess, you are going to turn everyone into babies." Starlight said with a raising brow.

"To elaborate and be more specific, my plan is to turn Principal Celestia and Vice Principal Luna into babies, as well as you girls to make sure you stay out of my way so that I can get Crystal Prep back." she explain.

"Principal Cadence has been doing a great job since you left and the relationship between Canterlot High School and Crystal Prep Academy has shifted for the best." Principal Celestia said.

"Oh and what are you going to do? You are all literally babies and in case you may have forgotten, the school board inspector is coming and I can't wait to hear the report on CHS when he sees that the Principal and Vice Principal have been turned into two year olds." she said making the two sisters look concerned and anxious "Now, if you excuse me I have a school to get back." she concluded and left the room.

"This is bad, _very_ bad." Princess Twilight said before Peter spoke.

"Indeed, the inspector will be here in about an hour sees us in this state we may lose Canterlot High and Cinch gets Crystal Prep back." Vice Principal Luna said in worry.

"Uh, we got bigger problems to deal with. We're two years old, everyone is going to laugh at us when they see us in training pants and Cinch has the only thing that can turn us back to normal." Peter said .

"So what do we do now?" Fluttershy asked nervously.

"We need to get that ray gun, we might have a chance to reverse the effects." Human Twilight rationalized.

"But how? I can't run all of us to Crystal Prep with these short legs" Rainbow said motioning to her short legs.

"So how are we suppose to get to Crystal Prep in those tiny, yet adorable, bodies?" Rarity asked.

"Too bad we can't fly to Crystal Prep." Pinkie said.

Peter then began to have an idea "Wait, didn't you girls say you have a tour bus?" Peter asked recounting what they said about the bus they mentioned and in Rainbow's case gloated about.

Hearing this made the group look slightly scarred and realized what he meant "That's a terrible idea." Applejack said bluntly and worried.

"Which is the only kind of idea we have left in a situation like this." Peter replied while knowing the risk of the act they'll take.

"No Peter, we are not doing this." Princess Twilight said.

* * *

"I can't believe you managed to talk us into this." the princess of friendship said in disbelief with an annoyed look.

"Well, it's either this or growing up all over again and I am _not_ restarting puberty." he declared "Besides, I thought you like adventures and excitement since you did a lot of similar things like this back in your world." Peter replied making her roll her eyes as he turned the key and glance at Applejack "Hit it, AJ!" he shouted as Applejack pushed the paddle making the buss move forward.

"Which way to Crystal Prep?" Peter asked as he was driving standing on the drivers sea, barely able to see.

"Turn left!" Sci-Twi yelled. Bus turning left "Now right!"Peter turned the wheel right as they did a turn and made the group wiggle a bit.

"Easy, Peter!" Starlight called.

"It's not my fault! These tiny hands aren't made made this sort of thing, I'm doing my best right now as it is!" he defended himself.

"Left!" Sci-Twi screamed.

Peter then quickly turned the wheel to make the bus do a sharp left turn while he screamed "WAAAAAAHHH!". They then heard sirens, Pinkie Pie poked her head of the window and saw where the sirens were coming from.

"Cheese it, it's the fuzz!" the party girl cried in panic.

"Scram us outta here, Jack!" Rainbow told to Applejack who pushed the gas pedal more as Sunset spoke up.

"Why do we sound like a bad 70's cop show?!" she asked.

"No idea!" Peter replied as they were driving away from the cops.

"Oh my goodness, oh my goodness!" Fluttershy said in a panicking tone due to not being used to this much excitement.

"I'm too fabulous to go too jail!" Rarity cried in a dramatic pose and the two Spikes tried had nervous expressions on there faces.

As the cops came close, they were able to see inside the bus and they saw Peter on the wheel, Applejack at the pedal and Human Twilight looking in front. Peter noticed the cops and waved at them in a friendly manner as if nothing was wrong before accelerating and the police car brake.

The cops were left stunned and the driver talked to his partner "Woah, too much coffee." he said as his partner nodded and they spilled their coffee on the street.

"Why did they stop?" Starlight asked confused.

"They must not be used to see babies driving buses." Peter replied jestingly and Human Twilight spoke up.

"We're here."

Peter managed to put the bus in the parking lot, poorly, once that was done they all got off.

"Peter, you are never doing a stunt like that!" Starlight scolded him.

"I said I was doing my best!" he defended himself.

"Ok, where to?" Applejack asked.

"The principal's office, that's the place where Cinch will be headed." Sunset said.

"Follow me." Human Twilight said as they all followed her.

* * *

They entered the school and made their way to the Principal's office. Things looked worst when they saw some of the students having been turned into babies.

"This is bad." Starlight said in a nervous tone.

"You're right, we are going to have a lot of diapers on our hands after this." Peter joked as he made his way to the principal office leaving the group stunned.

"Did he just joke?" Rainbow asked.

"How can he be joking? We could be stuck as babies forever." Sci-Twi said anxiously.

"I don't know, that was a pretty funny joke." Pinkie said in a giggle as her friends rolled their eyes and followed Peter.

As they turned to a corridor a bell rang and multiple students began to exit class rooms.

"Stampede!" Applejack yelled.

"What now?" Rarity asked.

"We improvise and make our way through." Peter said as he took his run and jumped student to student "Watch it! Gain way! Ninja baby coming through!" he quipped while parkouring his way through the hallway varying his mouvement between jumping on students and wall running, which surprised everyone around.

As he was taking the 'high road' the girls where making there way through the students, passing by them or under them.

"Ya know, out of all the crazy things we've done, this here has to be the craziest one." Applejack said.

"Yet." Pinkie said as she popped out of a locker near her country friend.

"Come on, we're almost at the principal's office." Sci-Twi said.

They arrived at the principal's office and Peter busted the door open with a flying kick "Knock, knock!" the teenage hero said with a smirk grabbing the attention of Cinch who was about to babyfied Principal Cadance. .

"Give it up, Cinch!" Sunset said.

"We got you!" Rainbow added as the rest of the Rainbooms arrived.

"You girls just don't know when to give up do you?" Cinch asked as she was begging to lose her patience with them.

"No, because if we did that means you would win and there is _absolutely_ no way any of us are losing to a cranky old lady." he declared "Wait, did you have you're hearing aids on when I said that or do you need me to say it again louder?" he asked in a cocky tone knowing he touched a nerve.

Hearing this ex-principal grew angry at the young man "Let's see how you will enjoy your life as an 80 year old geezer!" she said calibrating the ray gun and pointed it at Peter.

Hoping for this Peter shot a web line at the gun, yanked it out of Cinch's hands and caught it "Sorry," he said before re-calibrating the device to turn him back to normal and zapping himself, turning him back into his normal self "but I'd rather spent my life as a currently 16 year old, still growing, kid." he said.

"No!" Cinch said as she ran at him to grab the ray gun. But Peter dodged, put his foot in front of Cinch's making her trip, he closed the door right before making Cinch's face hit it and knocking her out.

Everyone was awed as it seemed that Peter didn't even tried at all and Rainbow spoke "That was awesome!".

"It was so easy it almost wasn't funny, _almost._ " he said in a small laugh before pointing the ray gun at Rainbow turning her back to her normal teenage body and he gave her the weapon "Get back to CHS and give Principal Celestia and Vice Principal Luna a growth spurt." he told her.

"What about you guys?" she inquired.

"We are going gather everyone that has been turned into babies." he explained "Now go." he said and she ran at super speed to canterlot High.

Principal Cadance approach them "Thank you, I can't believe you did that." she said to the young hero.

"No problem it's what I do, now if you pay me back you can help us get everyone that has been babyfied in the school, because I think there is a lot of them that are not happy right now." he said as she nodded.

"I'm Principal Cadence and you would be?" she asked politely.

"Peter Parker, oh, and, uh, could you not tell anyone about what you just saw? As a matter forget you ever saw that. I really don't want people that much about me. Please?" he asked, she nodded as a response and he gave her two thumbs up.

"Alright, let's go!" Princess Twilight said.

* * *

After Rainbow Dash came back form reverting Principal Celestia and Vice Principal Luna, everyone in the group got back to normal and turned almost everyone that has been turned into babies back into teenagers. Among those were the Crystal Prep girls the Rainbooms did the music video with.

"Thanks, that was weird being turned back into a baby." Sugarcoat said gratefully.

"You think that was weird? We drove a bus as babies." Rainbow said.

"Really?" the Crystal Prep girls asked astonished.

"Yup and the cops chased us 'cause _someone_ was drivin' like he was in the middle of a demolition derby." Applejack said as she and the others glared at Peter.

"Aw come on, I was doing the best I could with those tiny hands. Plus you have to admit it, it was fun." he defended himself.

The girls just looked at each other not wanting to admit it, but they couldn't resist "Yeah, you're right, it was pretty fun." Sunset admitted sheepishly as the others had sheepish smiles on them.

Peter zapped the last two babies back to normal before speaking up "Alright, that was the last of them." he said and Principal Cadence arrived.

"We have a problem, Cinch is gone!" she said in worry.

"Not to worry, the next time she appears we'll get her." Rainbow Dash said.

Peter turned to human Twilight "And here's your ray gun back, Twi." he said.

This made everyone look surprised and Sci-Twi spoke "How did you know it was mine?" she asked.

"You're name is written on it." he pointed out.

She just face palmed herself "Sorry, it was a project I was working on back when I was a student here but I never really got a chance to get it to work. Mostly because I had no idea how to." she admitted.

"Why would you make that in the first place?" Sunset asked.

"She was really bored." Dog Spike bluntly responded.

"Yeah." Sci-Twi she admitted with a deadpanned tone.

A long silence fell before Starlight cleared her throat and spoke up "Okay, so I'm guessing you are going to dismantle it?"

"Yes, although I really want to know how did Abacus Cinch got it to work." the counterpart of the princess of friendship said with a curious tone.

Peter then got an idea and got his mask off, put it on and scanned the ray gun with his lenses "Well, I know how it worked" he said taking his mask off before continuing "Magic." hearing this made the girls eyes shot open in surprise "My lenses in my mask are able to scan the energy signature that magic lets out." he explained.

"When did you adjust them?" Fluttershy asked.

"What? You think this is the first time I had been thrown in a situation where there was magic involved?" he asked rhetorically and they all rolled ther eyes.

"You know what, I'm just going to walk back to CHS okay? See you girls in the music room." he said as he took his leave.

"Well he seems nice, I'm a freaky sort of way" Sour Sweet said.

"Trust us when we say that there is a lot more to Peter Parker then meets the eye." Sunset said.

"Like?" the all asked curiously.

They where about say it, but remembered when Peter told them not to tell anyone about his secret identity. Starlight Glimmer spoke "Well, you know guys, really secretive, not really open to feelings and let us be honest here Peter is not that big of a deal at all." she said nervously as the others agreed to cover up the truth.

The Crystal Prep girls looked at each other not knowing what to think and their ex-fellow student spoke up "Well, we really have to get back to CHS, it was nice seeing you girls again, bye." she said as the Rainbooms left and waved at the CP girls who waved back.

* * *

On the tour bus, Applejack was driving and everyone was silent since they were deep in though and Pinkie broke the silence "I know Peter told us to keep it a secret and I really don't want to break his trust, but I really want to let it out and have a big superhero party." she said.

"You know, now that I think about it Peter never told us _why_ he started." Starlight said which got the attention of her former mentor.

"You're right, all he said was that he made a promise. He never went more into details.

"Well once we are back at CHS we will get some answers out of him." Rainbow Dash said excited earning a glare from everyone.

"Rainbow, I can just touch Peter and see his memories instead of interrogating him." Sunset said.

"Urgh, fine." she begrudgingly said with her arms crossed.

"Peter is keeping something big from us, I want to know what it is and I'm pretty you all want to know also." Princess Twilight said as the others nodded in agreement.

"I just hope this ends well." Spike said "Peter might not trust us after this."

"Don't worry, I'm sure Peter will understand that we want to be there for him and he can trust us." Starlight reassured

* * *

At CHS, Peter went inside the music room and waited for the girls. To kill time he was recalibrating his self dubbed 'magic scanner' in his mask to isolate the sirens' magical signature and differentiate it from the Rainbooms'. The next thing he knew the door open, the girls walked in and looked at him.

"Uh, hi. Is there a problem?" he asked innocently.

"Peter we need to talk." Sunset said bluntly.

"If it's about a stolen cupcake, then is was Pinkie Pie, it doesn't take a CSI investigation to figure it out." he quipped.

"Peter, seriously we are having a hard time keeping you're secret identity a secret." Starlight said.

"Here's one thing that can help, don't talk about." he replied making the group frown at him.

"Well we most certainly don't need to talk about it, because you exposed yourself in front of almost everyone at Crystal Prep." Rarity argued.

"I know, but it was an emergency. Besides, some of students turned into babies, it was already pretty weird and it's not like they all know who I am." he shot back, put his stuff back in his backpack and stood up.

"Peter you have been keeping secrets from us." Princess Twilight declared.

"Me? 'Keeping secrets', I shared my biggest secret with you, told you I'm hero from another world on a mission and you still think I can't be trusted enough?" he asked surprised.

"It's just that you never told us the reason _why_ you do it all." Sci-Twi said.

Hearing this made Peter's eyes widened, he knew where it was going and knew he had to find a way to dodge it "I told you already, I made promise, 'nuff said." he replied not wanting to discuss this any further as he began to walk out the room.

Sunset glance to the others and they all nodded their heads, she then moved towards Peter "Peter you can't just walk away from this." she said sternly.

"I told you I don't want to talk about it." he replied.

"You won't have to." she said before grabbing his hand and eyes glowed white activating her empathy powers. She was going to see the reason behind Peter's heroics, whether Peter want it or not.

* * *

 **There we go my sixth chapter already, we didn't exactly get to see a lot of the Dazzlings I know and now they have a car, trust it won't last. In this one Peter and the Rainbooms got turned into babies and they went to Crystal Prep, this was one fun chapter to write.**

 **Also there is tension starting to steam up with Peter and the Rainbooms, I know what you think you're going to see in the next one and you're right but come on, admit it even thought we all know the story there always has to be a reference to _him_ somewhere, after all _he_ had to most impact on Peter's heroic life than anyone. **

**The next one the friendship between Peter and the Rainbooms will pushed to it's fullest, I'm really excited to publish it. I can guarantee you one thing, every time I make those stories I make them because we know these characters, we love them and we want to see them grow in a way that fans will like.**

 **I'm sorry I didn't give Peter a love interest for the girls or paired him up, but it's because in most crossovers Peter ends up dating/more than dating one of the girls, mostly Twilight because their both nerds. I have nothing against it really I like it, but I already have a love interest for Peter and we will see her in a future instalment.**

 **Anyway, until next time my little readers.**


	7. Memories and pain

**Here we are at my next chapter, the last time I ended with a cliffhanger and now we get to see it.**

 **This will feature the origin of Peter's superhero activities, it is inspired by the short of the 2017 tv series and the spectacular Spider-Man along with some things I personally changed.**

 **This will be the chapter that will cost a rift with the friendship between Peter and the Rainbooms, the Dazzling will move on with their plan and things just keep on piling on as the story goes.**

* * *

(Previously on The Equestrian Spider-Man)

Peter: Hey Rainbooms.

Sunset Shimmer: Hi Pete.

Rainbow Dash: Since when do the Dazzlings have a car?

Peter: If I can get close enough I can put a spider tracer on one of them.

Abacus Cinch: This will be fun.

Sunset Shimmer: Why are you a hero anyway?

Peter: Because I made a promise.

Principal Celestia: Girl! We need your help

Sunset Shimmer, Sci-Twi, Applejack, Rainbow Dash, Pinkie Pie, Rarity and Fluttershy: Principal Cinch!

Abacus Cinch: Hello girls. Now if you excuse me I have a school to get back.

Princess Twilight: This is bad

Peter: Didn't you girls said you have a tour bus?

Princess Twilight: I can't believe you managed to talk us into this.

[At Crystal Prep Academy]

Starlight Glimmer: This is bad

Applejack: Stampede!

Peter: Watch it! Gain way! Ninja baby coming through!

Sci-Twi: Come on, we're almost at the principal's office.

Sunset Shimmer: Give it up, Cinch

Abacus Cinch: No!

Peter: Alright, that was the last of them.

Starlight Glimmer: Now that I think about it Peter never told us _why_ he started

Sunset Shimmer: I can touch Peter and see his memories.

Peter: Is there a problem?

Princess Twilight: You have been keeping secrets from us.

Peter: Me? Keeping secrets

Sci-Twi: You never told us the reason _why_ you do it all.

Peter: I don't want to talk about it.

Sunset Shimmer: You won't have to.

* * *

 **(Spider-Man: Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

The memory started

"I can't believe this! This is so awesome!" beamed a voice, which was Peter, who was wearing glasses, was walking along side someone else, he had black brushed back hair, blue eyes, wore a purple vest over a grey untucked shirt, dark blue jeans and black shoes.

"Calm down, Pete." he said.

"Calm down? Harry how are you not excited? We are sciences nerds, we are about to see some of the world's most advanced equipments for crying out loud!" he exclaimed with excitement in his voice.

"This is my dad's company, Pete. Me coming here is like you going to see your aunt May at an knitting factory." he explained.

"She works at the hospital and also, she only goes there twice weekly." Peter said.

"Parker!" a stern voice was heard making Peter flinch "Please stay with the group and stay out of trouble, will you." he said.

"Sorry mister Smythe." Peter apologized.

"And Harry, I hope that you can control your ego during the visit." Smythe said while glaring at Harry.

"Can't exactly promise you that mister Smythe." Harry replied with a smug look making Smythe groan in annoyance.

As they followed the group, they arrived at a lab where a scientist has been waiting for them "Welcome everyone to OSCORP industries, my name is Michael Morbius."

"One of the lead geneticist of OSCORP that has been working on genetic alteration to benefit mankind." Peter blurted and notice everyone staring at him "Sorry."

"It's okay, I hope you're all interested as this young man here for the tour, let us begin. We'll first go by the robotics division, that's where..." Morbius said before Peter cut him off, again.

"OSCORP's most advanced minds in robotics are to create new advancement in the fields of robotic engineering and cybernetics." Peter blurted out and noticed everyone looking at him annoyed "Sorry."

"Mister Parker! One more outburst out of you and I'm kicking you straight to moon." Smith threatened the teenager before Harry spoke up.

"Actually mister Smythe, scientifically speaking, that's notpossible." Harry jested making the other students laugh.

"That enough, mister Osborn." Smith said.

As the tour began, an alarm went on. Mister Smythe glared a Peter.

"I didn't do it!" Peter yelled defending himself as people wearing hazmat suits and holding vacuum-like devices appeared.

"Every one remain calm, you are not in any danger." one of them said reassuring the group.

Peter, out of curiosity, separated from the group and asked one of the men "What is it?"

"Don't worry kid, it's just some experimental spiders that escaped. We're collecting them and they will be put back in containment shortly." he said before departing.

"Huh, I thought it would something more dangerous than spiders." the brown haired boy muttered to himself and made his way back to the group.

As the tour continue, the class arrive at a robotics division lab with a unbeknown to them that one of the recently escaped spiders is on the ceiling.

"So who would like to be the first one to examine our new robot?" Morbius asked before looking a Peter "Mister Parker, how about you and Harry? From what he's told me you are quite the science enthusiast."

"Really? Awesome!" Peter said before walking to grab one of the remote control gloves, that's when the spider swooped down, landing on Peter's hand and bite him.

"OW!" Peter yelped in pain and shaking the the spider off his hand. Peter then groaned "I don't feel so good." he said as everything around him became woozy, blurring and voices started to echo.

"You ok, Pete?" Harry asked concerned.

"I don't know. Where's the..." he said before he felt like he was going to hurl and ran off.

"Down the hall to the right!" Harry said knowing what he meant and Peter headed for the bathroom.

When he arrived at the bathroom, it said it was out of order. Peter then shoulder hit the door, not bugging it, and then slammed his hand on knocking it to the ground as if has been kicked with great force. Peter taken aback by this gasped "What in the world is happening to me?"

Peter then walked inside the bathroom and was trying to keep himself from falling to the ground. He made his way to the sink and felt his entire body heat up, so he took off his hoodie, t-shirt and pants, but he kept his boxers (thank goodness). Peter splashed cold water on his face in order to cool himself off "Ah, better. Ok, relax Pete. It's just a spider bite..." he said while taking deep breaths, putting his right hand on a towel dispenser and use his left hand to take a paper towel to wipe his face, and it stuck to his hand "No reason to freak out or anything." he said as he was frantically trying to get towel off and accidentally tearing of the towel dispenser as it also stuck to his hand. He backed away creeped out by this, he looked himself and was startled, making the towel and dispenser fall to the ground, he looked to the mirror closely and everything was blurry... with his glasses on "I-I can see! I can see without my glasses!" he said in a laugh of amazmentand delightment.

"Okay, Peter, just walk it off." he told himself taking a deep breath and closing his eyes before walking "You've been bitten by things before. There's that summer that you got bitten by that dog and I know at least a hundred mosquitoes had a nibble." he said before opening his eyes "AAAAGGGGHHHH!" he screamed realizing he was walking on the ceiling.

"Pete!" Harry's voice was heard calling his beset friend "You in here buddy?" he asked not seeing Peter on the ceiling who was hiding from him. Not seeing his best friend Harry just shrugged and left the bathroom, before Peter fell from the ceiling and making a belly flop on the floor.

"I gotta get outta here." he said putting his clothes back on.

* * *

Peter ran out of the OSCORP building and stopped at the statues "Okay, Pete calm down. This is just a problem, a really weird one, so first I need to figure out how it happen and work my way from there." he said calming down. "Okay, let's see before _this_ happen, it felt like I was bitten by something." he said then recounted the spider that landed on his hand "The spider! That must have one of those experimental that escaped!" he exclaimed "Alright, time what exactly change for me. So let's do it the way I scientist would, the five steps of the scientific method." he said with a determined look.

As he was walking down the street, Peter was recording himself on his phone "My name is Peter Parker and something happened to me today. Now I am trying figure out what exactly. First off I've observed is that I seem to have the powers of a spider. Most likely given to me by the experimental spider that got loose at OSCOR- What the... what's happening? My entire body feels like it's covered in goosebumps and there telling me to-" he paused for a second "JUMP!" he jumped and dodged a car that would've hit him. Peter then realized that he landed on the side of a building and was sticking to it "Ok, that happened!" Peter said in complete surprise.

"Hey, look at that kid! How's he that?!" a man down the street shouted as other civilians looked.

"Oh boy, can't deal with this now." Peter said as he continued to crawl up the wall "Ok, I also appear to have a spider's senses and a spider's ability to stick to things. Wow, I'm crawling this wall as easy as I'm walking on a sidewalk, this could totally come in handy. Do I also have a spider's strength? A spider is capable to lift 173 times it's own weight, so..." he reached the top of the building and crushed a steel pipe with ease "Guess that confirms the super strength." he then noticed some of the the connected buildings that could be good for parkour and got an idea "If this doesn't work, I am so going to die." he muttered nervously before taking a running start and jumped to the next building "This just got awesome!" he said as he continued to parkour from roof to roof and doing flips. He then graciously made his way in an alley by using the fire escapes and pipes.

He pulled out his phone and finished his recording "From what I've seen and experienced it shows that I have gain the proportional abilities of a spider. I have gain it's senses, which I guess I could call it my Spider-Sense, it's ability to adhere to surfaces, it's speed, it's agility and it's strength. The only thing I seem to lack are the webs, hopefully they won't come out from where I think they will. But I think I can find a way to remedy that in my lab." he finished his recoding.

* * *

Later, Peter was on another building wearing two wrist-mouthed mechanical devices that he made from scratch and a red ski mask minus the mouth hole"Alright, I think I managed to work out all the kinks and hopefully it won't blow up in my face, again." he stood by a the edge of a building "This is completely crazy." he noted the reality of the situation "Ok, gotta stay calm, it's gonna work, it's gotta!" he said and leaped off the building and shot a web line that stuck to a building and swung from it "WHOOOOOOO!"

The masked teenager continued to swing, feeling the rush, the wind on his face and the freedom "THIS ROCKS!" he yelled in joy. He then made his way into another alley, pulled off his mask and his phone continuing his recording "These spider powers are awesome and I hypothesis that as time goes on I will be able to embrace them and use them to my advantage, I also created these 'web-shooters' to cope with the lack of webbing. I don't know if I got these powers out of chance or if I was meant to have them, but I do know and predict one single thing: that with these powers I can be something _great,_ I just need to figure out what to do with them." he said and noticed a poster for a wrestling match "And I might have an idea where to start. A wrestling match is the perfect place to start my path to greatness and an ideal place to experiment these new powers, but first I'm going to need an attire more qualified and stylish then a just a ski mask."

* * *

Back at his place "Alright, suit attempt number one." he said as he stood in front of the mirror "Yeah, definitely not. Maybe something a bit more spider-ish." he said.

"Attempt number two." he looked at his new style "Getting there, but a bit too much." he said changing.

"Suit attempt number three." he said getting in front of the mirror, admiring it and nodding "Not bad, at least I have the resources for a good enough suit until I can get a better quality outfit." he said proud of his choice. "Okay, the fight isn't until next wednesday , so I guess I'll have my entire weekend to wait until then."

(suits to be described at the end)

* * *

As time skipped to wednesday, Peter tossed his backpack over his shoulder (which had his suit inside) and made his towards the door "I'm going to the library! I'll see you guys later." he said.

Then male voice was heard "Peter hold on, I'll drive you to the library." he said firmly as he put his hand on the you boy. This made Peter groaned inwardly, since he clearly didn't have a saying.

Time passed and Peter arrived at the library "Thanks, for the lift Uncle Ben." Peter said a he was exiting but got held up when his uncle grabbed his arm.

"Peter, we need to talk."

"Can it wait? I'm sort of in a hurry." Peter

"No, recently you've been skipping on your chores, ignoring May and from what I've heard today I almost started a fight Flash Thompson, you two used to be good friends." Ben said in seriousness and disappointment.

Peter feeling exasperated spoke up "First of all, Flash started it, he always does; second, we _were_ friends a long time ago and third, he's been pushing me around for five years, maybe it was finally time to stand up for myself." Peter said defending himself.

"You're better then that Peter, you are as smart and as good as your father, maybe even more." Peter's uncle said in a serious tone before calming down "Look, kiddo, I remember going through the exact same thing at your age."

"No, not _exactly,_ you didn't have to face anything like I am during _your_ teenagehood." Peter replied calmly trying to not restart the fight.

"The point is that your changing, into the man you're going to be for the rest of your life and just because you can do things some people can't doesn't mean you should take those gifts for granted. With great power, there must also come great responsibility. I'm not going to be around forever Peter, I need you grow up and be a man." he said before Peter spoke up.

"Well maybe, I just want to have fun and have the time of my life while I still have it. I'm fifteen, let me enjoy myself." Peter said before leaving the car.

* * *

"Alright, here we go." Peter muttered to himself as he was all suited up and ready for the match.

"Ladies and gentlemen, welcome to 'So you want to be a wrestler'!" the fight promoter shouted over his mic making the crowd cheer "Let's see who will test their skills their strength, their stamina against the undefeated legend, CRRRUUUUSHEEER HOOOGAAAAN?!" everyone cheered for the wrestling legend.

The fight promoter was an africo-american, he had short brushed back black hair, an english mustache and was wearing a suit.

As for Crusher Hogan he was a huge and very muscular individual. He was bald, had a horseshoe mustache and was wearing a black tank top, red sport shorts, black boots and he had sports bandage on his forearm.

"And here is tonight's newcomer" he motioned to the screen and it showed Peter in his wrestling suit. "He calls himself 'the Spider', let's have a look."

Behind the scenes, Peter, who was in his Spider suit, was being interviewed "I know, I may not seem like much, but just you see me out there I'll show you my moves

"You sure about this kid? I mean, not bad for a first try at a gimmick but it's worthless if Crusher crushes ya." the promoter said in concern for the young man's physical healt, as Crusher looked at Peter with a look that indicated that it will hurt, a lot.

"A thousand bucks if I win?" Peter asked the manager.

"There are 'caveats', but yeah."

"Then I'm in." Peter said determined.

"Ladies and gentlemen, here is tonight's challenger 'The Spider'!" the promoter announced and got off the ring, leaving the two costumed individuals.

"Ok, I'm ready. Give me your- woah!" Peter said before getting cut when Crusher grabbed his hoodie and held him up in the air.

"This is going to be so easy, but I don't worry kid, I beat you up... much." the wrestler said in a gruff voice.

"Don't worry about me, Crush." Peter said before tilting his weight backward, making Crusher lose his balance and falling on him. Using his leg to push Crusher off of him and making him hit the bungee bars "Worry getting beaten by a kid." Peter said getting on his feet and ready for the fight.

"Well, I guess you wanted a fight after all, kid." Hogan said grabbing a folding chair "Don't say I didn't warn ya!" he said before swinging it only for Peter to dodge it swiftly.

"A chair?! That can't legal!" Peter exclaimed and turned to the camera man close by "Is that legal?!"

"Uh, kid." he said pointing to the fight as Peter's Spider-Sense tingled.

"What the-" Peter asked as he get's hit by the chair making him fall to the ground "Ow." he moaned in pain before getting pulled by Crusher and getting lifted above the wrestlers head.

"You thought you actually had a chance, insect ?" Crusher asked mockingly to the young man at his mercy.

"Well, I do have a few tricks of my own." Peter said using his web-shooter to shoot webbing in the face of his opponent, blinding him and making him lose his grip on the young acrobat.

"What is this stuff?!" the wrestler asked managing to get the webbing off his face.

"There my own personal webs, I am called 'The Spider' after all, it's my gimmick." Peter quipped making Crusher sneer at him as he went to tackle him to the ground. Unfortunately for him Peter ninja rolled under him and positioned himself on the ring ropes.

"Fight me, like a man!" Crusher shouted in annoyance and charged once again at the teenager.

"Oh, I am." Peter said jumping over the wrestle and landing behind him. Crusher ran at him trying to land a solid punch on him only for Peter to easily dodge then and leaped in the air "A _spider-_ man." Peter said delivering a kick to Crusher's face making him fall to the ground "Oooh, I think I'm 'crushing' it right now." Peter quipped.

"I'll show you a crushing!" the now infuriated wrestler yelled and rushed to the ring ropes in order to give himself momentum to take down the teenager "RRRAARRGH!".

Peter rolled out of the way and shot two web lines to the ring ropes, Crusher ran into them and got slingshot to a corner "Let's try a little ricochet wrestler." Peter said as Crusher ricochet on the two ring ropes. He then almost ran into Spidey, but you red and blue clad quickly stepped aside, shot a web making his adversary stop in his tracks and another to throw him into the air.

"AAARRGGHH!" the wrestler screamed before landing the ring rope, making him bounce backward, Peter jumped dodging him as Crusher bounced from the ring ropes from the other side of the ring.

"Had enough back and forth?" Peter asked the dizzy wrestler who stopped and stood still. Peter lowered himself hanging upside down by his web, he lightly pushed forehead, making the undefeated champion fall to the ground "And for the record, spiders are arachnids." Peter quipped as he placed himself on top of his opponent in victory.

The fight promoter came and lifted Peter's arm as the winner "LADIES AND GENTLEMEN, TONIGHT'S CHAMPION, THE SPIDER!" he announced as the crowd cheered and Peter lifted his arms in victory.

A few minutes later the two were walking down a hallway.

"Alright kid, all you gotta do now is sign a contract with me and you get your money." the manager said making Peter taken aback by this.

"Woah, I'm not signing anything." Peter shot back.

"Well, then no signature no cash. Told ya there be caveats." the man reminded him.

"But that's not fair! I won the fight, I deserve the money!" Peter exclaimed at the promoter's crooked attitude.

"Three words for you kid, not my problem." the fight promoted said before leaving Peter angry. Peter made his way to the elevator and pushed the button, then heard a commotion and turned back to see what was going. A burglar was running away from the fight promoter "Hey! That's my money! Kid! Stop him!" the promoter shouted.

The burglar was wearing a hood and a jacket, but his face was seen, he had brown hair and his distinguishing feature was the mole on the left side of his face. He was also carrying the bag of money on his back.

Instead of stopping him Peter stepped aside and let the burglar get in the elevator, in gratitude the burglar nodded to him with a smirk. The elevator closed before anyone could stop him. The fight promoter arrived and banged on the shut door and glared at Peter.

"Not my problem." was the only thing Peter said before the fight promoter left.

* * *

Later that evening, Peter was back in his civilian clothes walking home angry "That was a thousand busts. No money and not even a ride home, can't blame Uncle Ben though, after what I said to him. You moron, he takes you in, raises you like a son and that's how pay him back? Idiot." he cursed himself feeling bad for what he told the man he viewed like a hero "Even if he did come, I doubt those cops would've let him park." he said to himself.

He arrived at his residence and took a deep breath, expecting to get yelled at, before entering. What he saw was something he didn't take pleasure to see, his aunt was crying.

He rushed over to her "Aunt May! What's wrong?" he asked in concern.

"Oh, Peter, it's Ben." she answered.

* * *

Peter was in his suit, swinging after his uncle's car that the murderer stole. As the murderer was getting away he managed to lose the cops in the traffic, unknown to him Peter was following him. Peter landed on the hood of the car and punched through the windshield of the car, making the driver react terrorized. Peter turned to see where they where heading and jumped off the car before it it the wall of a warehouse. The mugger grabbed the money bag and ran inside the warehouse.

Inside the warehouse the criminal was trying to hide and got startled when a voice came out "You stole the life of a good man, a man a who had a loving family and you did it all for his lousy car!" it accused.

"I didn't have a choice, he was going to try and stop me, ." the mugger explained.

"So gunned him down?!" it asked enraged and the mugger looked up to see Peter sticking to the wall. Terrified the mugger pulled his gun and shot three bullets only for the teenager to jump and dodge them.

"I gotta get outta here." the mugger said as he tried to make a break for it, but stopped when Peter landed on the ground and blocked his path.

"Look, y-you don't have to do this alright, we can split the take." the man suggested only for Peter to yank the bag and toss it away.

"All I want is to hear you scream and break." Peter replied darkly walking to the man as a predator chasing its prey. "And don't both running, there's nowhere you can that I won't find you." Peter said in a vengeful. The once again tried to shoot, but a glob of webbing covered the gun and it was yanked from his hand.

With his weapon gone the mugger tried to punch Peter. Unfortunately for him, Peter ducked and hit him hard in the stomach, making the mugger lose his breath. Peter then lifted the mugger and threw him through wooden boxes. As the mugger tried to crawl away, Peter grabbed him by the collar and got a good look at his face. He had brown hair... and a mole on the left side of his face.

"That face." he muttered remembering. The entire scene flashed in front of him, the burglar running, him nodding as the elevator closed, he saw a vision of his uncle getting shot with three words echoing _(Not my problem)_. "What have I done?" Peter gasped in guilt at the horrible realization.

That's when the memory ended.

* * *

Back in reality, Sunset released her grasp from Peter, looking as if she did she shouldn't have done.

"What did you do? Sunset what did you do?" Peter demanded.

"So _that's_ why you do it." Sunset said.

"You did! I can't believe you actually did that!" Peter exclaimed at her as Applejack spoke up.

"Woah, simmer down there, Pete!"

"Yeah, calm down!" Rainbow Dash added,

"You were all in on this, were you?" Peter asked and looked at the uneasy faces of the group "Unbelievable!"

"We just wanted to know why you're a hero in the first place." Spike defended.

"I said 'I made a promise', that was all you needed to know." Peter shot back.

"Except it wasn't!" Sunset yelled.

The Rainbooms were all taken aback by this discovery "What?" Rarity asked stunned and confused.

Peter then looked annoyed due to Sunset Shimmer now knowing about his past and the girls not wanting to let it go. Peter sighed in frustration and spoke up "Can we postpone this until we defeated the Dazzling?" Peter asked trying to change the subject.

"No! Every time we start discussing this you always try to brush it off!" Princess Twilight said having enough or being kept in the dark.

"Because it's not important right now!"

"It is important if it's bothering ya." Applejack said with a glare.

"Peter, friends don't keep secrets from friends, don't you trust us?" Princess Twilight asked.

"Of course I trust you girls, I trust you with my life. It's just that some things are too big to share." Peter said

"Like you secret identity? Because you sure have done a great job of keeping that a secret." Rainbow brought out a good point.

"First of all, I had to save you all from mind control and second, if I hand't used my powers we'd be under the control of a psycho or we would still be wearing diapers." Peter defended his actions.

"He's got a good point." Pinkie admitted.

"Still, your hiding things from us, Pete." Starlight said

"Please, if you made a mistake in the past we can help, if that okay with you that is." Fluttershy said softly.

Peter took a breath before before answering "I'm sorry, but I have to care _my_ problems on my own." Peter said nonchalantly.

"Your not on your own. Starlight, Twilight and I all did mistakes before, we get you." Sunset declared.

"No you don't!"

"I parted ways with Princess Celestia on bad terms and I was a horrible person when I first arrived, but I changed and forgiven myself for what I did. With my friends I managed to leave my past behind." Sunset lectured as she ponied up, since she was expressing her empathy.

"Yeah, you forgiven yourself so much you never went back to apologize to her for your actions, because you're too scared to look her in the eye after what you did!" Peter snapped.

"Peter!" Princess Twilight gasped as the others had surprised faces at what their usually light-hearted friend said.

"Well at least I didn't let a criminal get away when I had the chance to stop him!" Sunset yelled back at him de-ponying up.

Hearing this gave a Peter a hurt look on his face, a stunned look on everyone and and look of realization on Sunset "Peter, I'm sorry, I-" she tried to apologize but got cut by Peter.

"I came to this world, not knowing a single person. I met you girls, at first I was excited because I met people my age that knows what it's like to have powers. I trusted you all with my biggest secret, but now... I just can't talk to any of you right now." he said making his way to the door but stopped when Rainbow spoke up.

"Fine! We don't need you! We took care of the Dazzlings before _without_ your help and we can do it again!"

"Then I guess I'm not needed here anymore, it's been nice working you girl, goodbye." Peter said calmly, hurt and feeling betrayed leaving the music room.

* * *

Unknown to Peter, the Dazzlings heard every thing and soak up the negative energy from the argument, which increased their power.

"Mmmh, that was delicious." Adagio noted.

"So, do we move on with our plan?" Aria asked.

"We are, assuming _someone_ placed us for tonight's broadcast." the leader said looking at Sonata.

"Of course I remember, what do you think I am,, an airhead?" she asked with a grin as the two others rolled their eyes.

"Tonight every one is going to hear us sing and become are willing admirers." Sonata said.

"What about the Rainbooms? The last I need is to get rainbow lasered again." Aria said recounting their previous battle with them.

"I'm pretty sure their _busy_ at the moment." Adagio responded.

"And Parker?" Sonata asked.

"No need to deal with him, the Rainbooms already did that for us." Adagio said with an evil chuckle while the two smirked in agreement as the walked down the hallway.

* * *

 **So there you go, my seventh chapter and the origin story of Peter becoming Spider-Man. I hope I did it right with the scene of the breakdown between Peter and the Rainbooms.**

 **My inspiration for the origin story came from the Spectacular Spider-Man tv series and the origin shorts of 2017.**

 **As for the suit attempts:**

 **Suit 1: The same one of the 2017 series origin shorts (can be watched on Youtube)**

 **Suit 2: The same one of the 2017 series origin shorts (can also be watched on Youtube)**

 **Suit 3: It's made of a red turtleneck, blue sweatpants, fingerless gloves with his web-shooters on the outside and a blue full face mask with white eyes with red outlines. It is inspired from the Spider-Man homemade suit in the MCU and the wrestler outfit of the PS4 game, you can see it on a poster in one of the screenshots pictures, the one with suited Spidey in his room.**

 **Anyway, hope** **you guys enjoyed this chapter and are excited to see how thing work out between Peter and the Rainbooms.**

 **Until next time, my little readers.**


	8. A friendship restored

**Alright pony lovers here we go, in the last one we saw the breaking of Peter and the Rainbooms. The last one and this one don't have much humor in them and it's because I was more focused on an emotional level for the characters. In this one, Peter will make up with the Rainbooms and they will come together to stop the Dazzlings.**

 **One thing that I like with beloved characters, especially heroes, is that when they fail it shows that there not perfect.** **In this one Peter failed in a relationship, his friendship with the Rainbooms. That is when he made a mistake, one thing that I want to put in those stories is to show that the characters are not perfect. Like when they did with Twilight in the MLP movie, that was a scene that I loved so much I replayed it more then one times, it was just so good.**

 **This chapter will be more on an emotional standpoint then the others.**

 **Hope you guys like it.**

* * *

Peter was sitting in the hallway with the back of his head against the wall while he was remembering events that happened the music with the Rainbooms.

(Flashback sequence)

 _Sunset Shimmer: I parted ways with Princess Celestia on bad terms and I was a horrible person when I first arrived, but I changed and forgiven myself for what I did. With my friends I manged to leave my past behind._

 _Peter: Yeah, you forgiven yourself so much you never went back to apologize to her for your actions!_

 _Sunset Shimmer: Well at least I didn't let a criminal get away when I had the chance to stop him!_

(End Flashback sequence)

Peter sighed "Congratulations Pete, you just ruined your friendship with the only ones that could relate to you. Some friend you are."

* * *

At the music room Sunset explained to the girls what she saw in Peter's memories, giving the group sad faces. Fluttershy was shedding tears while Applejack comforted her; Pinkie Pie, who was usually always in a happy mood, was sobbing while Rarity, whose mascara was running, holded her; both Spikes where each being comforted by there respective Twilight; Rainbow Dash, despite being 'the tough one' was trying to hide her tears, but to no avail; Starlight was comforting Sunset, who was telling what she saw.

"And that's all I saw before the memory ended." Sunset Shimmer finished.

"Oh my stars." Rarity gasped.

"Poor, Peter." Fluttershy sniffed.

"So that's why Peter didn't want to tell us his past." human Twilight deduced.

"And we drove him away because of it." Starlight added as they all looked to the ground in shame of their actions.

* * *

 **(Spider-Man: Homecoming Theme)**

 **The Equestrian Spider-Man**

* * *

Peter was sitting by himself when he heard a voice.

"Peter Parker, right?" a male voice said.

Peter looked at where the voice came from and saw a guy about his age with yellow skin, blue hair, wearing a jacket with a white T-shirt underneath that had a yellow lightning bolt on a blue shield for a logo and jeans.

"Huh, yeah, and you are?"

"Flash Sentry." he introduced himself extending his hand to Peter.

Peter accepted his offer and got pulled back on his feet "Oh yeah, I heard about you from Sunset Shimmer and Twilight, the Twilight from the pony world that is. You two had a thing for each other, right?" Peter said shaking his hand.

"Yeah, but I have to get over her. I can't expect her to always be here when she 's a princess in another dimension." He answered sheepishly.

Peter was about to mentioned she's back but didn't want to hurt his heart when she leaves "Given time, you'll find the right one for you." the young hero said sympathetically.

"Sunset told me about you too and that you're new around here." the blue haired "And that you won't be staying for long."

"Uh, yeah, just visiting around here and all, leaving soon too." Peter said with a somewhat sadden tone.

Flash noticed that "You ok?" he inquired.

"Just some troubles." Peter replied.

"Oh, you had an argument with someone?"

"Something like that."

Flash then got an idea and put his hand on the brown haired teen's shoulder "Come let's go get a drink, it'll clear your head." he said.

"Heh, sure why not? It's not like I have anything else to do." Peter said as he walked with his newly acquainted fellow teen.

* * *

Sunset Shimmer was walking down a hallway, looking around frantically and then sighed out of defeat. That's when the others arrived with sadden looks on there faces.

"Anything?" she asked to her friends.

"Sorry, Sunset. Wherever Peter is, he's not on campus." Applejack answered.

"It's all my fault. I looked at his memories without permission and saw everything he didn't want me to see." Sunset said burying her face in her hands in shame.

"It's not your fault Sunset, it _all_ our fault. We decided that it was a good idea to enter Peter's mind without permission, so we're all responsible." the princess of friendship comforted her.

"I just hope we will be able to handle the Dazzlings on our own." Fluttershy said meekly.

"Puh-lease, we handled the Dazzling without Peter before, we can do it again." Rainbow said thinking nothing of the situation.

"Maybe, but did help us with the zombies at the mall incident and thanks to him we are not babies again." Starlight reminded them.

"Yeah, yeah, we could've handled them without him, heck, I could've handled them without anyone." Rainbow declared arrogantly earning glares from everyone before Applejack spoke.

"Let's just focus on the sirens for now and when everything is settled, we can apologize to Peter." she said making the group nodding in agreement.

"Aw, did you have an argument?" a voice asked, they all tuned to see the Dazzlings looking at them smugly.

"Did you three had something to do with it?" Sunset asked suspiciously and glaring at them with the others.

"Oh no, we had nothing to do with what happened in the music room." Adagio assured with a devilish grin.

"Really?" Starlight asked not believing them.

"No, but we did enjoy the 'meal' you gave us." Aria answered.

"Meal? What meal? We didn't give you anything to eat, did you steal our lunches?" Pinkie Pie asked oblivious to what she really meant, making her friends face palm themselves.

"No you air-head, we just absorbed the negative energy from your argument with Parker." Sonata blurted out, making the other two Dazzling face palm themselves.

"Just be quiet, Sonata." Aria muttered annoyed.

"You feed off our magic?!" Sunset asked angered.

"As I recall you made it easy for us, you and your so called 'friend'." Adagio replied.

"Leave him alone." Starlight said with an assertive tone, sharing it with the groups.

"That's surprising of you to say, considering you are the reason he ditched you." Aria said.

"Oh yeah, you breaking in his mind and seeing this he didn't want you to see. That was brilliant, just beautiful." Aria complimented them sarcastically.

"Don't worry, I'm sure he will forgive you eventually." Sonata said.

"But not before we get what we want." Adagio said as the two others snickered.

"What do you want, exactly? Having everyone adore you? 'Cause that did not work to well last time." Princess Twilight said, reminding them of their failed previous attempt.

"Haha, no, not that, exactly." Adagio said

"Then what is it?" Spike growled at them.

"Let's just say that this is something that even the magic of friendship can't save you." Adagio said with a mocking tone "But don't worry, if it makes feel any better we won't be staying in town for long." she concluded as they departed.

Once they were out of sight Rainbow turned to the others "We have to stop them." she declared.

"But we don't know their plan and I'm not sure we can stop them without Peter." Sci-Twi said nervously.

"I just hope Peter finds us, wherever he is." Sunset hoped the friend she let down didn't leave to go back home.

* * *

At the Sweet Shoppe Peter was sitting down with Flash Sentry with a chocolate milkshake in his hand. Peter took a sip of it as Flash spoke "So, care to tell what's on your mind? 'Cause you've been pretty quiet for a while now."

Peter sighed "Have you ever been friends with someone that you trust completely, yet you still want to keep somethings hidden from your friend because you don't him or her looking differently?" the brown haired teen asked.

"Huh, no, sorry." Sentry answered, not happy that he's not helping.

"It's fine. I didn't expect you understand anyway, it's complicated." Peter assured him.

"Is it about you having a fight with the girls?" Flash suggested.

"How did you guess?" Peter asked surprised.

"Well, you have been around them for a bit and your question kind of waved the flag." the guitarist answered.

"Oh, yeah, that's pretty much what's going." Peter said rubbing the back of his neck.

"What happened?" the fellow teen asked.

"Well, I've been keeping things from them, things I'd rather not discuss, so Sunset looked at my memories without my permission and I guess you can imagine what happened next." Peter explained then drank his shake.

"Ouch." Sentry noted.

"Yeah, I really messed up on my part. I told Susnet the only reason she never went back to her world was because she was too scare to see her teacher in the eye after she left." Peter blamed himself "They might think they failed me, but I'm the one who failed them." he said finishing his drink.

"You know, you could go see them and say you're sorry, I'm sure they'll forgive." Flash said trying to help him.

Peter just shook his head in disagreement "I don't know Flash, I think it's something that even good friends like them couldn't forgive." the brown haired teenager then got up "Thanks for the talk, Flash, but I need to do my finally decision by myself. It was nice talking to another dude,though and considering the last 'Flash' I know is not as nice towards me as you."

"Really?"

"High school bully."

"Man, the world doesn't cut you any slack, does it?" Flash asked in a laugh.

"That would be the Parker luck for ya." Peter replied "Anyway, gotta book, see you around." he told Flash and gave him a fist bump.

"See you around, Pete." Flash said as Peter departed.

* * *

A little later Peter was on the roof of a building and was looking at he device on his wrist that Madame Web gave him when he first got here.

 _(Flashback sequence)_

 _Rainbow Dash:_ _Fine! We don't need you! We took care of the Dazzlings before without your help and we can do it again!_

 _Peter: Then I guess I'm not needed here anymore, it's been nice working you girl, goodbye._

 _(End Flashback sequence)_

Peter closed his eyes and sighed "Some first trans-dimensional adventure, come here to help only to mess things up. I never should've agreed." he then activated the device. A few seconds later a cloud of smoke began to appear and Madame Web was sitting in the spider chair.

"Yes, young Peter?" she asked calmly.

"It's time to go. The job's done." the boy answered in a nonchalantly way.

"No, it is not. You haven't completed your mission." she reminded him.

"They don't need me, they can handle themselvesjust fine without me. I don't know why you even brought me here in the first place." the teenage hero said.

"You were brought here so you can help them face the dark forces." she said.

"But they don't look like they need my help. I don't think needed my help at all as a matter of fact." he grummeled.

"So what is it your going to do?" she asked.

Peter just shook his head "I don't know. Part of me wants to leave and go back home, but another part of me wants to stay here and make sure the girls will be alright." he said before sighing "I don't know _what_ to do."

After a brief moment of silence Madame Web spoke "Try as you might you can't hide who you really are from me. You are incredibly intelligent and I have confidence you will know what to do."

"Are you saying that because you can see in the future?"

"Yes, that and because I know you and the promise you made."

Hearing this made Peter remember his promise, he turned to Madame Web "You're right, I did made a promise. And I won't look the other way for them either." he said and gave the watch-like device back to Madame Web "I never needed that in the first place, did I?" he asked making the elder woman smirk.

"I knew it was because at one point you might need someone to talk to." he replied.

"Well, I have confidence you will know when to pick me up." he said to her making her chuckle.

"What will you do now?"

"What I do best, kicking butts and throwing puns." he jested.

"Of course, good luck, Spider-Man" she said before disappearing in a cloud of smoke.

Peter was left alone and remembered his promise.

 _(Flashback sequence)_

 _Peter was looking_ _at the face of the man that killed his uncle "No! It can't be you! I can't" he said in disbelief._

 _"P-please don't hurt me." the criminal pleaded in fear only for the teenager to pin him to the ground._

 _"I should kill you, take what you took from Ben Parker!" Peter said in a vengeful rearing his arm prepared to deliver a fatal punch. He hit the concrete near the man's head, leaving an imprint, before lifting the criminal and delivering another, weaker, hit to the face knocking him to ground unconscious "But he wouldn't approve, with great power comes great responsibility." he said in honor of his deceased father figure._ _A moment later the cops bargged in and found the criminal, unconscious, enveloped and hanging by webs._

 _The next day Peter was in his room looking at a picture of himself and his uncle, he then picked up his phone and continued his recording "When I was bitten by that spider at OSCORP I used the five steps of the scientific method to figure things out. I've observed, hypothesised, predicted and experimented, now for for my conclusion and that is this: They're not to be taken lightly. I was given these powers, but instead of owning up to the responsibility that came with them I used them for my own gain and made a mistake that ended up costing my uncle Ben's life. But I now, I know what I have to do and in order to do it I have to become something bigger, I need become a symbol, a beacon of hope, I need to become a hero. There will be times where it won't be easy and it will be dangerous, but I'm sure it's what uncle Ben would've wanted. And I will get many names along the way too, such as menace, freak, criminal, vigilante... hero, spectacular, sensational, amazing, but I'll be better known as..." he picked up his mask and put it on "SPIDER-MAN!" he concluded._

 _(End Flashback sequence)_

Peter was looking at a picture of himself and his uncle on his phone before closing it "No. I already looked the other way once when I didn't think it was my place to act. I am _not_ making that mistake again." he said in a serious tone as his mask ghostly appeared on half his face "But before taking down the Dazzlings, there's one thing I need to do first." he said jumping of the building and reaching street level.

 **BEEEEEP!**

"Hey! I'm landing here!"

* * *

Back at CHS, Peter was walking to the music room to go apologize "I seriously hope they'll be able to forgive me after I acted like big jerk." he muttered to himself. He then opened the door to see that it was empty with no sign of the Rainbooms "Of course, the time I decide to patch things up with them and disappear. Now I know what it's like to have _me_ friend." he said to himself. He closed the door and sighed "Where would they be?"

"Oh, you're looking for the Rainbooms?" a voice asked. Peter recognized it, he turned and saw the Dazzling.

"Yeah, you wouldn't happen to have seen them, have you?" he asked with an arched brow, hinting that he was suspecting they were involved somehow.

"Well they have been looking for you and they felt bad about your little argument with them if it helps." Sonata blurted.

Hearing that made Peter feel guilty for what he said to them earlier.

"If it makes you feel any better, you won't need to bother to apologize to them." Adagio said as she was about to walk past him only to be stopped by Peter as he firmly put his hand on her shoulder.

"You hurt one hair on any of there heads and I'll make you regret it." he threatened.

"Really? What are you going to do? Go to the principal's office? the police? You can't do anything to us, _you_ are just a normal guy." she said yanking her shoulder off Peter's grasp and she walked. The other two followed after her, Aria intentionally bumped Peter and Sonata stuck out his tongue at him "Now if you would excuse us we have something to get ready for tonight.".

As they left, Peter smirked to himself _"A normal that planted a tracer on you."_ he thought to himself. He still felt guilty about how he acted with the girls "I have to stop them, but first I have to apologize to the girls. That is if I can find them. Think Pete, If I was any of them where would I be right now to cheer myself up?" he asked before his eyes lit up "Of course." he said to himself felling stupid.

* * *

The Rainbooms where at the Carousel Boutique, where Rarity was working on new outfits for them. She wanted to do one for Princess Twilight and Starlight, but they politely denied stating that hey won't need new attire since they will be going back to Equestria when the Dazzlings are taken care off. That and the fact that they told her that her counterpart is the one that makes their clothes got her to be satisfied.

"Rarity, are you sure it's necessary to have new clothes? We can just buy some new ones instead of having you make them. No offence." Rainbow Dash said as the fashionista was taking her measurements.

"Yeah, I'm fine with what I'm wearin' just now." Applejack added.

"Oh, nonsense darlings. It's important to be in style, you don't want to be out of date." she replied making her to friends roll their eyes.

Princess Twilight, Starlight and Spike were watching as Starlight whispered "Wow she really is just like our Rarity back in Equestria." she said making her former mentor giggle.

"Yeah, she really is." Spike agreed with hearts floating around his head and his pupils having shifted into hearts. The two ponies turned human rolled their eyes in amusement. No matter dimension they're in, Spike will always have a crush on Rarity.

"I don't know if we should be doing this now. We need to know what the sirens are up to." Princess Twilight said feeling that they were waisting time.

"Yeah, well, you know Rarity. Once she makes up her mind, she doesn't take no for an answer." Sunset said.

"We know." the three native Equestrian said in a deadpanned tone.

"And it's not like we know what their plan is." Human Twilight noted.

"But we do know where they are." a young male voice came. Everyone turned to see the familiar brown haired teen with the green eyes.

"Peter!" they all exclaimed and Rainbow Dash spoke up.

"Surprised that you came back, considering you walked out on us."

"Rainbow Dash!" Applejack scolded her.

"It's okay, I had it coming." Peter said trying to keep the atmosphere from getting to angry.

"Why did you come back?" Princess Twilight asked.

"Is it to apologize for lying and not trusting us?" Starlight inquired

Peter just sighed "I had reasons why I didn't tell you about my 'mistake'."

"What was it?" Fluttershy asked softly.

"I didn't want to bring my past mistake into your lives and make you feel bad for me. That and not for any of you to think of me as a crook or treat me as someone that can't be trusted." he said with a sadden tone.

"Peter, why would you think that? Of course we would've trusted you." Princess Twilight said assuring him.

"When I looked in your memories, the last thing I saw was you having the man that murdered your uncle at your mercy." Sunset said, this made everyone look at Peter concerned and nervous "Did you-" she said before Peter cut her off.

"No, Uncle Ben wouldn't approve and if I did, it would make me just be as bad as the guy who took him from me. So I let the criminal live to be brought to justice and he got 25 years to life. After that, I learned what really mattered in the world. Uncle Ben told me that with great power there must also come great responsibility, so in order to live up to that motto I had to become a symbol, a beacon of hope, I had to become a hero." he explained.

"Wow." Applejack said in amazement.

"So awesome." Rainbow Dash gushed.

"My Stars." Rarity gasped

"Peter, being a hero is dangerous." Human Twilight said in concern.

"All the villains and monster to fight, ooh, I don't think I could take it." Fluttershy added feeling uncomfortable at the idea.

"I know it's dangerous, but it's my job and my responsibility." Peter said.

"To risk your life all the time?" Starlight Glimmer asked.

"To save lives." he corrected making everyone silent. Applejack spoke up, breaking the silence.

"What did you meant by 'know where they are'?" she inquired.

"I managed to plant a spider tracer on one of them." he answered.

"Isn't _that_ an invasion of privacy?" Sunset asked recounting that she did something similar earlier.

"That's different." Peter defended himself only for everyone to look at him with arched eyebrows "It's for a good cause, but it doesn't help by telling us what their plans are." he clarified.

"Yeah, the only thing they told us was that they wouldn't be staying in town for long." Applejack said.

"And they told me that they needed to get something ready for tonight." Peter added.

"What could they possibly planning?" Sci-Twi asked.

"I don't know, but with those pendant thingys they sure are up to something dangerous." Pinkie blurted out making Peter realize something.

"Say that again." he politely asked to the party girl.

"Duh, they got their pendants back, how do you think they absorb the negativity during our argument earlier?" she asked with a squeaky grin.

This made Peter flashback to when he talked to the Dazzlings,he remembered the pendants around their neck "Your right, they got them back that must be why my Spider-Sense went crazy earlier." the arachnid themed hero concurred.

"How did they get their magic back, their pendants were destroyed." Spike said.

"They must have fixed it with Equestrian magic." Princess Twilight theorized.

"But how did they get?" Starlight asked "The only way for them to have gain Equestrian magic is either loose magic infecting them."

"Or the portal to Equestria." Sunset added earning concerned looks from the others.

"That is not good." Rainbow Dash noted.

"So now they have their magic back _and_ their way back to where they came from." Peter concluded.

"Oh dear." Fluttershy said picking up Dog Spike and clinging onto him to comfort herself.

"We have to stop them." the princess of friendship said determined.

"Alright, let's get to work." Peter said with enthusiasm.

"Are you sure about this Peter?" Sunset asked "This is going to be dangerous and I'm not sure you faced big threats like this."

"I may not be as experienced at saving the world as Captain America or Iron Man but I do know how to fight a battle." Peter said with a confident smirk.

This made the girls happy to know that their friend is back and ready to help against the sirens.

"Let's show these sirens how friends like us deal with jerks like them!" Peter exclaimed making the group cheer.

* * *

 **Here we go, my latest chapter. Sorry it took so long I was just busy coming up with a good plot, but all and all it's a pretty good chapter.**

 **This is how Peter has made up with the Rainbooms, I know it might've been a bit rushed but I do think it's pretty good.**

 **I've also been thinking of making a reboot since I think the story was a bit to rushed, somethings shouldn't be there and that it could've been better and more exciting. Let me know in the comments if I should make a reboot or not.**


	9. Author's note

**Author's note:**

 **Sorry guys not an update on my story, just to let you know that I have been thinking of making a reboot to my story. So if any of you have anything to say you say it on The Equestrian Spider-Man Reboot ideas.**

 **You can leave your comments in the reviews and I will post my answers.**

 **I hope you can all understand.**


	10. Holiday Announcement

**Author's note:**

 **Hey there my little readers, I just posted a new story. It's a Christmas special of my The Equestrian Spider-Man story. I hope you all enjoy it, I've been wondering if I should do one and I did. hope you will all like it.**


	11. The siren's song

**Here we go my ninth chapter, in the last chapter Peter and the Rainbooms patched things up and are on a plan to take out the Dazzlings. It's going to have one of the most exciting endings in all my chapters in my story.**

 **I know you may have read that I am planning a reboot and trust me I am, ut I will finish this story so if you prefer this one you can either choose this one or the reboot to have a sequel.**

 **Enjoy**

* * *

It was evening time and the group of teenage friends were at work with their plan to stop the Dazzlings. They were gathered around a table with Peter, having rolled up his sleeves showing his suit underneath, having made a 3d model map of the city, including CHS,with his web-shooter. Everyone at the table were amazed at the hologram.

"Oooh, techy." Pinkie said as she was a trying to touch the hologram, only for her hand to past through it.

"So you made this?" Human Twilight asked as she, her counterpart and Sunset Shimmer looked amazed.

"Yeah, used my internship at Horizon Labs to make an upgrade to my equipment." Peter explained "My first suit was made out of cheap clothing, red turtleneck, sweatpants, and my web-shooters weren't as advanced, made them out of scratch and spare junk I found." he then noticed everyone watching him, making him confused "What?".

"You mean you created your first web-shooters out of spare junk and scratch?" Sci-Twi asked astonished.

"Yeah, but I'm not the best." Peter humbly stated "You want real engineering art? Ask Tony Stark about his mark 1 Iron Man armor." he suggested.

"Why?" Starlight asked only for Peter to look at them and shook his head in exasperation.

"I know this isn't my universe and you don't really know anything about mine, but I can't help but be disappointed in you." Peter said making everyone in the room frown at his comment.

"Can we please focus on makin' a plan to take down the sirens?" Applejack asked getting annoyed as they were starting to get off track.

"Settle down, cowgirl." Peter said, making the blonde raise an eyebrow "I love conversations like these, it lighten things up. But you're right let's get to it."Peter admitted not wanting to keep her mad at him.

"Alright!" Rainbow Dash cheered in excitement.

"Hippy!" Pinkie Pie squealed.

"So what's the plan, Pete?" Spike asked to the brown haired kid while looking at the hologram.

"Why are you asking me?" Peter asked taken aback "I was thinking that Princess Twilight should take charge." the young hero said motioning to the Princess of friendship.

"Actually, you seem better qualify for leading this then I am." the said princess said.

"Seriously?" the arachnid themed hero asked incredulously.

"Well, you were the one one that came up with the idea on how to beat Doctor Voodoo at the mall." Twilight reminded him.

"And you had the idea of getting us to Crystal Prep when we all got turned into babies." Starlight finished.

"It's just that," he motioned to the princess "You have experience in leadership because you're a princess and you led your friends through multiple adventures saving your world," he then turned his attention to Starlight Glimmer "And you have experience leading because you used to run a village and you lead a team of your friends to save your world if I recall." Peter explained bringing out good points.

"Maybe, but still, I would like to see your plan for this." Princess Twilight said.

"Why me?" the teenage hero asked.

"Well, you sort of got more experience dealing with super villains then any of us." Starlight admitted.

"Plus I think your more of a leader then you think you are." Sunset Shimmer added as everyone agreed.

"Ok, I'll take lead, but any sign that my plan won't work, Princess Twilight takes charge." Peter notified.

"Understood." Princess Twilight said while nodding.

The group then started on coming up with a plan to stop the Dazzlings.

* * *

 **(Spider-Man: Homecoming theme)**

 **The Equestrian Spider-Man**

* * *

Peter then turned back to the map "Okay, here's what we know: The Dazzlings got their magic back and tonight they are planning to go back home, Equestria."

"How do you know that?" Rarity inquired.

"When they said they 'weren't staying in town for long' they must've meant they were going back to Equestria." Peter explained.

"But why didn't they go back now?" Spike inquired "They know where the portal is."

"They must not be at full strength yet." human Twilight rationalized.

"Exactly, which why they haven't went through the portal. They want to be at their peak once they get there so they'll be ready for a fight when they get there." Peter deduced.

"Impressive detective work." Starlight compliment.

"I know how to do a few things, not trained in the field though. Anyway we still don't know what their plan is." Peter noted.

"But we do know that they will make their way to the portal." Applejack stated.

"Correct, so here's the plan" he motioned to Sunset Shimmer, human Twilight Sparkle, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy and Rarity "You girls will be guarding the portal. Whatever you do, you must _not_ let get through the portal." Peter instructed with a serious tone.

"Got it." Sunset nodded at what her friend said.

"As a contingency plan," he began and turned to Princess Twilight Sparkle, Starlight Glimmer and Spike "You three are going through the mirror when the Dazzlings arrive and be ready to fight once they get in Equestria." Peter said.

"Why?" Starlight asked.

"Because from what I heard you two are great at magic and Spike can send a message for back up if things get too hairy." Peter explained feeling like he was explaining the obvious.

"Oh, right." Starlight said sheepishly.

"What about me?" Dog Spike asked excitedly.

"Your on look out duty. The minute you see the Dazzlings you warn the girls." Peter told the young pup who nodded in affirmation.

"Wait, what about you?" Rainbow Dash asked.

"I'm going be the guy that is going to bait them out, yay." Peter said with no enthusiasm.

"That is definitely going to hurt." Sunset said.

"Yes, yes it will. But I've been through worst, I think." Peter noted, although they gave him skeptical looks.

"Peter, you don't have to do this." Princess Twilight told him, not liking the idea of Peter to be putting his life on the line like that.

"Don't worry, I'll be fine." Peter reassured them before the light went on and they saw an aged woman with white hair carrying a platter of snaks, Peter recognized her from the cafeteria the other day.

"Would you young'uns a little snack before ya'll go?" she asked.

"Granny!" Applejack said in embarrassment.

"Thanks, miss Smith." Peter said taking a snack and eating it. His eyes lit up and nodded "Not bad, almost as good as my Aunt May's banana creme pie." he stated.

"Excuse me?" Granny said feeling a bit insulted.

"Sorry for being biased, but she's my aunt." Peter casually defended himself.

"Fair enough, be careful and don't stay out too late." she said before leaving the group. While Applejack felt embarrassed the girls giggled, Peter just smirked in amusement and spoke

"She reminds Aunt May back home."

"Alright, let's do this." Princess Twilight said as the others cheered in agreement.

* * *

Later, Peter, now in his full Spider-Man suit, was now tracking the tracer he planted on Adagio and he followed it to a radio station. Peter looked and spotted the Dazzlings' car parked.

"Well, this must be the place." he said before contacting Sunset Shimmer "Underoos to shimmering sun, come in shimmering sun." he said through his ear peace.

The screen spit diagonally where it showed the Sunset Shimmer and the girls where all at the portal.

"Underoos, shimmering sun?" she asked confused.

"Duh, code names, you know, like in the movies. Anyway, I track down the three rogue singers to a radio station." the young hero said.

"Got it, Peter-"

"Ahem"

Sunset just sighed and rolled her eyes "Copy that, underoos. Proceed with caution." she finished before the screen unsplit back to Spidey.

Peter made his way inside the station "So what exactly is your plan?" Peter wondered. He then noticed a man in the hallway.

The man was old, had grey and white hair, as well as a white mustache. He was wearing a pair of tinted glasses, janitor's clothing and a pair of headphones over his ears while cleaning and listening to music (Yes you guessed it).

Peter then quietly made his way passed him and was trying to stay behind his back. While he was near him he could hear the song 'Come and Get Your Love' playing in the headphones. What made things even harder, and weirder, was that the man was dancing to the song.

After managing to get passed him, Peter shook his head trying to get rid of the feeling of uneasiness. He then continued his to one of the recording room and then hear that they were about to sing. Know that the Dazzlings can hypnotise people with there singing, Spidey quickly webbed himself a pair of earmuffs and put one on each ear.

Inside the music room the Dazzling were singing.

 **(Under our spell)**

As they were singing, there magic spell began to spread around the entire town via the cell tower. Everyone in the city began to in the city began falling under the spell of the sirens, safe for the Rainbooms at CHS. As they continued singing, their pendants began to glow intensely brighter and then a red energie wave spread around each sirens and they began to gain pony attributes. Although, unlike the Rainbooms they all gain fin like wing. While they were busy, Peter managed to snuck in a little closer and was surprised at this change in the plan.

"Now that you're under our..." They said in harmony before Adagio finished solo.

"Spell."

They then began to admire themselves "Yes! We now have our magic back!" Adagio exclaimed.

"So what now?" Sonata asked excitedly.

"Now we go back to Equestria." the leader of the Dazzlings said with a sinister grin until a red light flashed over them "AAARRGH!"

"What is that?!" Aria asked.

"That would be my Spider-Signal, sweetheart." Peter explained as the group glared at him.

"Who are you?" Adagio demanded.

"The guy send by the critics, apparently they don't like your style and you should be kicked of the air." the masked hero quipped.

"Joke while you can, it will be your last laugh." Adagio told him.

"What? I'm sorry, I can't hear well with these things on." he said before he put his hand close to his ear in an attempt to hear better "You said you're fans and you want my autograph?" he asked jestingly.

This infuriated the Dazzling, they began firing at Spidey who used his agility to dodge the blast.

"Wow, you're just as bad as aiming as you are karaoke." the young hero quipped. As he continued to dodge the blasts, the janitor made his way inside still wearing his headphones on his head, unaware of the situation.

"Look out!" the web head yelled at the man, snapping him out of his trance. The Dazzling then shot a wave blast at the aged individual, but Spidey pushed him aside, getting him out of the line of fire. Unfortunately for the web slinger, he took the hit and was blasted against the wall and knocked to the floor. Seeing this opportunity, the sirens shot a blast at the ceiling, making rubble fall on the red and blue hero. After the dust was settle, the young hero was trapped under the ceiling debris and was visibly weakened by the both the blast and fallen on him. The man ran away as the Dazzlings approached the down hero, Adagio crouched, looking at him with a sinister grin.

"You know, for someone we just met, you are quite a pest." she stated before preparing to take off his mask.

"Wait! Don't do this!" the arachnid hero pleaded.

"Why?" Sonata asked.

"If you do it, I'll lose my mysterious flare. The ladies love a guy with a mysterious flare." he explain only for the Dazzlings to groan in annoyance and Adagio took his mask off only for them to be taken aback as it turned out to be the same guy they saw, met and talked for the past two days.

"You." they said all at once and Adagio continued.

"How did I not guess, you show up and then a weirdo in red and blue appears. Now it makes sense, Peter Parker."

"Ok, you got me. But I have to know one thing, yesterday when we first met at the principal's office, you looked like you saw me before." the lately unmasked hero said to the evil singers.

"We saw you exit the portal earlier yesterday, why do you think we went back to CHS in the first place." Aria explained.

"So, if you want someone to blame around here for all that is about to happen, you pretty much have to blame yourself." Sonata said bluntly.

Peter then felt guilt wash over him, if he hadn't come to this world, none of the evil that the Dazzlings will do would happen.

"Oh, don't worry. If it makes you feel any better, you did do good by help us, even though the aftermath won't pleasant for others." Adagio commented "You know as a sign of our gratitude, we won't put you under our mind control."

"Well news flash ladies, the Rainbooms and I already planned to take you down and they're at the portal ready to put a stop to your grand plan." Peter said.

"Oh, trust us, with our magic returned we are more powerful than ever, even those Rainblossoms won't be able to stop us." Aria brushed it off unconcerned.

"Now if you excuse us, we have a world to go back to." the leader of the three singers said dropping the mask near Peter's face as they all took their leave by flying out the hole of the roof, except for Sonata who stayed behind for bit to stick her tongue out at Peter, then followed the other two.

Peter was then left alone under the rubble, with a guilt look on his face _"It's my fault, in a way I did motivate them to go back to CHS and get their magic back."_ he thought to himself. He look to his mask, seeing his reflection in one of the lenses, this gave Peter a determined look on his face "No, it may be my fault for them getting their magic, but it's my job to stop them and I'm not giving up to three out of style, and out this world, singers." the brown hair hero said. Using his superhuman strength, he blasted the ceiling rubble off of him and revealing his slightly damaged suit, pick up his mask and contacted Sunset Shimmer "Sunset, you there?" the screen split diagonally, showing Sunset Shimmer still at CHS with the rest of the girls.

"What happened to the code names?" she asked teasingly.

"No time for that!" he exclaimed making Sunset taken aback by this sudden change "The Dazzlings are coming strait at you!"

"Got it, we're getting ready. Where are you?"

"I'm at the radio station, I'm on my way."

"Please, hurry." she finished before the connection ended and the split screen went back to normal.

Peter made his way outside and saw the Dazzlings flying in the distance "There's no way I'm getting back to CHS on time if I go on foot." he muttered to himself until something caught his attention and he smirk under his mask "Oh yeah, she'll do just fine."

* * *

Back at Canterlot High, the Rainbooms were waiting for the Dazzlings to arrive after they've been notified by Peter. Dog Spike was on top of the school looking around until he spotted the three sirens coming.

"They're coming!" the young pup called as he jumped off the building for his Twilight to levitate him safely to her.

"That's our cue." Princess Twilight said looking at Starlight Glimmer and her Spike. the two jumped through the portal "I really this plan works." she said before following them.

"Me too." Sunset nervously added as she began noticing the sirens.

As the evil singer group arrived they saw the Rainbooms near the portal, Adagio spoke up "So you girls honestly believe that you have a chance to stop us?" the lead siren asked not feeling intimidated.

"We don't 'think so', we know so!" Applejack declared.

"And we can assure you, we are not letting you go to Equestria!" Rainbow Dash added.

"Oh, this is adorable." Adagio said mockingly as the other two chuckled "You have no chance of winning! We have our magic back and we are more powerful than ever!" she shouted. The three Dazzlings then began to glow and an aura began to form around there, it took the projection their siren forms, with each of them in their own.

"Whoa...nelly." Applejack said in a nervous tone as the other looked fearfully at their enemies.

"What could you possibly have that we don't?!" Adagio demanded not feeling in the least intimidated.

Sunset Shimmer made a step forward and stood in confidence, which made the others follow her lead "You can have all the magic you want, we will still beat you. Because we have the most powerful magic of all: The Magic of Friendship!" she declared as they all ponied up.

Aria Blaze and Sonata Dusk were beginning to feel nervous, recounting their past experience only for their leader to speak up "Don't let them scare you, blast them!" she ordered.

They all combined their magical blast to create a single very powerful blast that went straight at the girls and there was an explosion and the Dazzlings laughed maniacally, believing they have taken care of the girl. But they were suddenly taken aback when the girls where all huddled up and there was a violet energy aura around them.

"You can all have as much magic as you want, but our friendship is far stronger than anything you could possibly have!" human Twilight declared confidently.

The Dazzling snarled at the Rainbooms then heard a beeping sound. They looked to see the Dazzling's car being driven by Peter, who wasn't really doing such a good job of it.

"Our car!" The Dazzling exclaimed, they then began to fire at the vehicule in an attempt to hit him. Peter directed the car to evade the blasts, unfortunately one of the blast managed to hit the ground right in front of the car, sending it flying forward and making it roll. As it continued to roll, it gradually slow down rolling it stop in a parallel parking and it looked like it was about roll another time only to land on all wheels. The Rainbooms watching in horror, believing that Peter might've been hurt or worse. But to everyone's surprise, Peter turned out completely unscatched in the car and his lenses where wide in surprise.

"Walloping websnappers! Perfect parallel parking! and the the air bags didn't went-" he couldn't finish before the air bags activated "off." he then began struggling getting out of the car with the air bags in front of him.

"Our car!" Adagio yelled in a distraught tone while the other two Dazzlings looked just as distraught.

Peter stepped out of the car and looked at the hovering sirens "Yeah, I might have scratched it." he sheepishly said before the car began to fall apart. The doors fell on each side, the tire cover did the same, the front and back bumper fell and on top of that the supporters couldn't hold up the car's weight any more "Just a bit." Peter added and used his fingers to emphasize his point.

The enraged Dazzling gave death glares at the red and blue teenager and were all powering up to attack him.

"Uh-oh."

They shot multiple blasts at Spidey, fortunately the young hero utilized his agility to dodge all the blasts by doing cartwheels, flips and rolls ending in a crouching position and looked at the Rainboom "Anytime now!" he yelled.

This snapped the girls of their awed trans and they began levitating in the air, creating a purple aura around them. They then shot a rainbow laser at the Dazzlings who countered by creating a barrier with their magic.

"Not this time!" Adagio said before taking a glimpse at the statue. With a wicked grin she fired on the portal making it exploded and creating a wormhole. This made everyone gasp at the event, the Rainbooms stopped firing their rainbow laser and Adagio talked to her siren allies "Time to go home!" she declared.

Aria and Sonata nodded as they followed their leader by going through the portal one at a time. Sonata popped her head and looked at the Rainbooms "Bye!" he before disappearing back in the portal.

The Rainbooms all landed on the ground as Peter joined them "There going to Equestria!" Sunset exclaimed in worry. She then ran at the portal only to be stopped by human Twilight.

"Sunset Shimmer, wait!"

"I have to go! I may have left Equestria a long time ago, but it's still my home!" the red and yellow haired girl said.

"You're not going alone, I'm coming too." Peter added as he stood next to her.

"What?" the former unicorn asked "Why?"

"You'll need my help. Plus it's kinda my fault they got their magic back." he admitted.

"Huh?" everyone said confused at his statement.

"It's a long story, I'll explained later."

"Whatever, I have to go now!" Sunset declared as she jumped in the portal.

Peter took his course and followed her "Okay, here goes nothing!" he yelled diving into the portal to Equestria after Sunset Shimmer and the Dazzlings.

* * *

 **Finally, my ninth chapter. Sorry about the delay, I've been busy with things and other fics. I stated that I will make a reboot of this story, but don't worry I promise that I will finish this one first.**

 **I also made a Christmas special called 'A special spider Christmas', I hope you get a chance to read it and leave comments to tell me what you think.**

 **So in this one The Dazzlings are back to full power and went to Equestria with Peter and Sunset following them. In the next one, it will be the final battle with the Dazzlings happening in Equestria, a lot of you wanted Peter to go in Equestria and he will now, so get ready for a good chapter.**

 **I hope you all noticed Stan Lee's cameo in this chapter, I chose the song come get you love as a reference to Guardians of the Galaxy. A Stan Lee cameo is one of the best things about a marvel movie and I wanted to make mine a little funny.**

 **I made a few references of the MCU, such as Peter's codename 'Underoos' and him driving the Dazzling's car poorly. I also made the 1967 reference 'Walloping websnappers', hope you liked it.**

 **Until next time, my little readers.**


	12. The Final Curtain

**Here we go my tenth chapter, in the last one we saw The Dazzling going through the portal to Equestria and Peter and Sunset Shimmer followed them. I know many of you have been asking me to put Peter in Equestria so I will, on my terms.**

 **I want to make a fight between the good guys and the bad guys, kind of like the fight in the marvel movies, those are great. I know a lot of you want Peter to pony up, but he won't because I have something else in mind that is better suited for him. One thing I like about final fights or boss fights in superhero movies is that the suit gets damaged. Like in the last chapter Peter's suit got a little bit damaged and expect a few more in this one.**

 **Expect Peter to meet the Equestrian counterpart of the CHS girls, that will be quite funny. I want to make this chapter the perfect level of action in the MLP world, since there is not a lot of action scene of fight scenes.**

 **Enjoy this chapter**

* * *

Night time inside the castle of friendship in Equestria, Applejack, Fluttershy, Pinkie Pie, Rarity and Rainbow Dash were all waiting for their friends to return. While Rarity, Pinkie Pie and Fluttershy were sleeping, Applejack and Rainbow Dash were waiting, with the latter becoming bored.

"Ugh, when will they come back?!" the rainbow maned pegasus asked in annoyance while hovering.

Applejack spoke up to the brash flyer "Now calm down, Rainbow. She won't come through the portal faster if you keep groaning all the time." he said. As if on cue Twilight Sparkle, Starlight Glimmer and Spike all came out of the portal, fell to the ground and regained their original forms "Huh, nevermind." Applejack said dumbly as the others instantly woke up.

The three then quickly got back up and readied themselves "Everypony, get ready!" Twilight told them.

"Why's that?" Rainbow Dash asked confused.

"The Dazzlings might be coming through the portal at any moment." Starlight explained.

"What?!" everypony asked in shock.

"Oh my." Flutter shy said why feeling scared.

"It's a long story just get ready." Spike clarified and they all gotten ready.

Rainbow Dash was the most ready as she was smirking and excited for a fight, Applejack was more serious, Pinkie Pie was positioned with a noisemaker in her mouth, Rarity had her horn charged up and Fluttershy was the least sure and was trembling behind Applejack.

A few minutes have passed and everypony in the room was beginning to ease up. Twilight couldn't help but feel a little unnerved at how quite it was.

"Do you think Peter's plan worked?" Spike inquired.

"I certainly hope so, because I really don't want to fight three powerful evil sirens right about now." Starlight stated.

The mirror then began to glow intensively and it alerted everyone in the room.

"The portal!" Twilight frantically shouted.

"It's gonna blow!" Pinkie added.

"Everypony take cover!" Applejack yelled as everyone ran behind cover.

The mirror began to glow even brighter and it shot straight in the air, right through the ceiling and the roof. The ponies and Spike watched with wide eyes and Pinkie spoke up.

"Ooh, a sky light!" she pointed.

"Come on!" Rainbow Dash said as she hurried after the runaway portal followed by Twilight, Fluttershy and Starlight, who used her magic to levitate herself while the rest went outside the castle via the door.

The mirror went up high in the air and began to levitate over the Castle of friendship. It glowed so brightly that it woke up everypony in Ponyville and they all went outside to see what transpired. In the mean time, Princess Twilight, Starlight, Rainbow and Fluttershy followed the mirror.

"What's happening to the mirror?!" Starlight asked not liking the events happening in front of her.

All of the sudden the mirror created a massive explosion and the shockwave pushed the ponies away from it, sending them to the ground. Luckily, they managed to keep themselves from hitting the ground. They lowered themselves to meet up with their friends. They looked out of the portal and saw the sirens come out, back to their original siren forms.

"Finally, the girls are back in town!" Adagio declared.

Aria took a breath and look at the land around before she spoke "There really is no place like home."

"Hey, look! Ponies!" Sonata called looking at the citizens of the town.

"Let's have some fun shall we?" Adagio suggested to the other two and they nodded in approval before diving to the town.

Seeing this made everypony run for cover as the sirens attacked and made Twilight and her friends looked scared at the development.

* * *

 **(Spider-Man: Homecoming theme)**

 **The Equestrian Spider-Man**

* * *

"Now what?!" Applejack asked before another light appeared at the portal origin.

"Look!" Rainbow shouted and pointed to the hole the rift as two figures came out of it falling towards the ground.

Sunset Shimmer turned back into an light amber colored unicorn with a crimson and yellow striped mane, and a yellow and red shimmering sun for a cutie mark. But Peter, on the other hand, didn't transform at all for some unknown reason.

Both of them were falling towards the ground with Sunset panicking and screaming.

"Sunset! Peter!" Twilight cried.

"I got 'em." Rainbow said confidently as she took off.

As they were falling, Peter shot a web line to Sunset and pulled her towards him "Hang on tight!" he told her. She was put on his back and she warped her forehooves around his neck in a piggyback fashion. Unaware of the incoming blue pegasus, Peter straighten his body, put his arms by his sides and spread them, now revealing web-like wings formations extending from the middle of his forearms to his thighs.

Peter then pulled up and they began to glide, Rainbow Dash saw that and was taken aback by this. While the two of them where gliding they made there way to the others on the ground. Peter tried to land on the ground "Woah, woah, look out!" unfortunately he couldn't stop his momentum so he and Sunset crashed into the others.

"Ow! Okay, gotta work on those landings." Peter groaned in pain while getting off of Sunset.

"You think?" Sunset asked rhetorically while feeling dazed with her eyes rolling in her sockets.

"That was awesome!" Rainbow Dash exclaimed in excitement as she came down until she noticed that the individual in red and blue was unlike anything she ever seen "Woah! Who or what are you?" he asked feeling clueless.

"Well-" he masked teenager was about to answer until Twilight spoke up.

"Peter! Sunset!" she yelled catching the two newcomers' attention.

"Thank goodness you're alright." Starlight said in relief

"Uh, yeah, we're fine Twilight, thanks." he said then got a better look at them and his lenses widden "Wow! When you said you were ponies, you weren't kidding!" he noted.

"Yeah, well I sort of got the same reaction when I saw your kind for the first time." the alicorn stated.

"Fair enough."

"Hold on a second now," Applejack spoke up "Twilight, could you please explain to us who in tarnation is this guy?!" Applejack asked not liking the vagueness of the arachnid based hero.

"Girls, this is Spider-Man, he's a superhero and he's a friend that can help." the purple pony explain before turning to the hero "So, any ideas on how to stop them?" she inquired.

"It's a work in progress, right now we need to make sure they're no innocents getting caught in the cross fire." Peter stated to the princess.

"Got it," she turned to her friends "Applejack, Rainbow Dash, Rarity, Pinkie Pie, Fluttershy, Spike, you need to find anypony in trouble and get them to safety. While you do that Spider-Man, Starlight, Sunset and I will keep the sirens occupied." she planed.

"Okie-dokie, Twilight!" Pinkie said before bouncing off as the others followed.

"By the way, leave some for us! Don't want you to have all the glory." Rainbow Dash called before flying off to save ponies.

"Yup, she's Rainbow Dash alright. Constantly looking for action and an opportunity to show off no matter what." Spidey stated.

"Come on!" Sunset said as they all made their way towards the Dazzlings.

While Sunset Shimmer and Starlight Glimmer were galloping, Peter was parkouring on rooftops and web swinging, and Twilight Sparkle was flying.

* * *

As they were making their way to the fight Starlight couldn't help but ask "Hey, Peter! How come you didn't change into a pony when you came through the portal?"

"Honestly, I don't know. Maybe because of my spider altered DNA?" he suggested.

"Even so you should've changed." Twilight stated.

"The portal must be acting like some kind of conduit then, travelling here affected Sunset because she's originate from Equestria. But I'm from another world remember, so it must not be affecting me in the same way as it is to Sunset." he deduced.

"And maybe since the portal is still open you might not change when your here unless it's closed." Sunset concluded.

"That's a good hypothesis." Peter commented

"This is so fascinating." Twilight said in excitement "We should research it more, maybe even write an article about it. This could really augment our knowledge on travelling to other worlds." she grinned in joy only to realize that they were giving her a look "Okay, maybe after this." she sheepishly said.

They arrived near the Dazzlings and Spidey called out "Hey! Witches from Hocus Pocus!" this caught the sirens' attention and looked towards the heroes "Wow! Just when I thought you couldn't get any uglier." he quipped making the sirens snarled at him "You know in my world, the sirens are supposed to be _beautiful_ creatures. I guess this world escapes or ignores this law."

"That's it! You are going to be an example to whoever dares to mock us!" Adagio declared as she shot a blast at the hero. Peter jumped out of the blast's range and landed on the side of a building.

"Nice energy blasts." he commented before dodging another "Aim could use some work though." he added while continuing to dodge the sirens blasts.

"Yeah, we're working on it." Sonata replied making the other two sirens growl at her. They were suddenly get hit by magical blasts, they looked and saw Twilight, Starlight and Sunset shooting at them.

"This is getting old." Aria stated to Adagio.

"You're right." Adagio agreed. The three sirens all shot magical blasts at the two unicorns and alicorn, they each created a shield to protect themselves, but the blasts were to powerful for them to hold and they got blasted towards the ground.

Peter saw his friends on the ground hurt "NO!" he shouted and his Spider-Sense tingled, but before he could react, the sirens shot a blast that hit the ground near him. The explosion send him flying in the air, he hit the side of a building, leaving an impact impresion and fell into a cart, breaking it on impact. As he tried to get himself up, his Spider-Sense went crazy again and before he could react, Sonata blasted the cart sending Pete high into the air and Aria swiped him with her tail, sending him crashing straight through a wall.

This made more tears in his suit, now having more tears on both his suit and new ones on his mask, that showed his brown hair sticking out and one of his lenses was cracked. He was wincing to the pain that was inflicted on him.

As for Twilight, Starlight and Sunset, they were all on the ground and watched what their friend suffered. "No!" Princess Twilight muttered, horrified at the events. They then looked up to see the sirens looking over them.

"I must admit that was fun, better then the battle of the bands. But all good things must come to an end." Adagio said.

"Why did you do that?" Sunset asked "He did nothing to you."

"True, but he was getting in our way so we had to take care of him." Adagio explained "Just like how we will take care of you." she finished with a sinister grin making the ponies look fearfully at them. The sirens backed up to get some distance "Goodbye, Princess."

As Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Rarity and Spike were making there way back from helping ponies. They then stopped and saw their friends at the Dazzlings' mercy. Peter was getting back up from his hit, what made thing difficult was that his lenses were damaged and malfunctioning, so he tor them off in order to see what was happening.

The sirens were all charging up for a final attack, seeing that their friends were in danger "Twilight!", the mares and Spike moved as quickly as they could. Peter seeing this knew what he had to do, to give his friends a chance to survive he had to do the ultimate sacrifice.

Peter shot two web lines to create a slingshot and launched himself towards his pony friends. Has he neared then, he made a roll on the ground and let himself slide towards them. As the sirens kept powering up, Twilight's friends kept making their way to them. Peter created a web-shield and put himself in front of them. Twilight, Starlight and Sunset saw Peter positioned before them and they all clinged to each other while bracing for the attack. The Dazzlings fired their concentrated blast at the figures and an explosion occurred sending a huge shockwave that halted the group of ponies trying to reach their friends.

"NOOOOO!" they all yelled as they believed their friends to be gone. But to everyone's surprise, there was an aura surrounding the ones though to be destroy. Spidey then had a light emitting all over his body. As it faded it showed that Peter's suit was completely repaired as well as an apparent upgrade.

He now had a knight-like flexible armor covering him with the same colors and design as his suit, but without the web parten. He had armor on his torso, back, arms, thighs and lower legs. His forearms now appeared to have a spider motif on it. His full face mask now had a red helmet over it that let the eye-lenses visible.

He took a confident step forward and look straight at the sirens, not a hint of uncertainty or fear, with his lenses reflecting the three evil singers "Alright ladies, let's dance." he said with fists up and ready to fight. The sirens rushed at him full speed, Peter turned to the girls "Get out of here!" he ordered, the three magic users teleported themselves away and reappeared near their friends .

Spidey readied himself for the incoming enemies. Adagio was the first one, she quickly closed in on the red and blue hero. As she seemed to tackle him, Peter jumped over her and she hit the ground, the spider themed landed on top of her head and ran on the back of the serpentine-like body before jumping of the tail. Then, with the other sirens coming in hot, he crossed his arms while shooting two web strands hitting the faces of his opponents, he uncrossed and pulled them making the two sirens hit each other and fell on the ground while the hero landed graciously on the ground.

Awe struck by this, the ponies and Spike were in complete shock that their jaws literally hit the ground. Then made his way to them and alanded near them.

"Hey, daydreamers! Snap of it!" he said and snapped his fingers a coupled times bringing them all back to reality.

"How? When? What?!" Twilight blurted in complete disbelief.

"What?"

"I know, right? That's awesome!" Peter said completely agreeing with their astonishment.

"Love the armor by the way." Sunset commented.

"Yeah, but let's drool over it later. Right now we need to take care of the Dazzlings and I think I might have an idea on how to do." Spidey said rubbing his chin thinking.

"Really?" Starlight asked.

Spidey nodded and pointed to the portal "We have to get them back to CHS, that way we might be able to smash their pendants. And the stored magic in the pendants might seal the portal." he explained.

"Might?" they all inquired.

"Maybe? Like 60/40." he continued earning uncertain looks from the equines.

The ponies just looked at themselves unsure and Twilight spoke up "Well it is better than nothing."

"But when the portal closes, the mirror might fall to the ground." Starlight guessed.

"So I'll get the sirens through the portal and you'll be able to catch it when it falls to the ground." Spidey said.

"Sounds like a plan to me." Rainbow nodded in approval.

"Alright then, let's do this thing." Sunset said determined and excited at the upcoming action.

"I don't suppose this would be at bad moment to a selfie, right?" Spidey asked earning funny looks from everypony "Okay fine, maybe later. Let's go." he said making his way to the sirens.

Back to the sirens, they were recuperating from Spidey's attacks. Adagio was getting herself off the ground while Aria and Sonata where trying to remove the webbing in their eyes.

"That little bug is going to pay for that." Adagio said in a vengeful tone.

Aria and Sonata finally managed to remove the webbing from their faces and Aria spoke "Do we still have are eyebrows?" she asked to their leader.

"Nevermind your eyebrows! We have a bug to squash!" the light gold siren said.

"Okay, you know what really annoys me?" a familiar young male voice was heard making the Dazzling look at the young hero "It's that no matter where I go, no matter which world I'm in, I'm always called a bug. Seriously, spiders are arachnids!" he exclaimed before shaking his head in both disappointment and annoyance "Why is that so hard to remember?" he asked.

"I know right? It's like confusing a siren and a mermaid." Sonata said earning a look from everyone.

"Do you know the difference?" Peter inquired.

"Yeah, one is called a siren the other is called a mermaid." she dumbly answered making her two partner singers face hoof themselves.

As for the other they either just gave an annoyed look, rolled their eyes or shook their heads at her answer "That's the stupidest answer I've ever heard!" Spidey declared.

"What?!"

"The name differentiation is not a difference. It's an identification!" he explained.

"Whatever." Sonata said and childishly stuck her tongue out at him.

"Enough!" Adagio yelled in aggravation "I've had just about enough of this."

"Couldn't agree more." Spidey said before shooting multiple webs shots at the Dazzlings covering many parts of their body in webbing. He then leaped at them creating multiple web line while circling them. The three sirens were trying to get rid of the red and blue hero swinging around them by either hitting him with their tails or biting him, unfortunately for them Spidey was to fast and agile to be hit and dodged all the attacks graciously.

Twilight, Starlight and Sunset watched impressed by their friend's acrobatic feats "He's incredible." Twilight noted in amazement.

Peter continued to envelope the sirens and was now starting to cocoon them like an actual spider cocooning it's prey "Think of it as a sticky and gooey straight jacket. Cozy, right?" the young hero said as he tightened the sirens together before jumping off of them "Sunset! Starlight! Now!" he called.

Hearing this, both unicorns used their magic to move the struggling sirens near the portal.

"Twilight, need a ride here!" Spidey said and the purple alicron flew near him. Peter shot a line that grabbed her hind hoof and was now pulled into the air by her "YEEHAW!". As they where approaching the Dazzling, Peter saw his chance to act "Twilight, throw me!"

Hearing this, the princess of friendship did a sharp turn sending Spider-Man straight at the Dazzlings, he flipped and prepared himself for a kick "WOOOHOOO!" the force of the impact was powerful enough to send the Dazzling into the portal along with Spidey.

* * *

Back at CHS the girls the girls were watching the blinding light coming from the portal and suddenly Spidey came flying out alongside the Dazzling, now back in their human-siren forms and managing to get rid of the webbing covering them.

"That is it! You have been a thorn in our plan for too long, Peter Parker!" Adagio yelled at the red and blue hero.

"Funny, you got one thing wrong in that sentence." Spidey dryly noted.

"And what is it?" Sonata asked before they all blasted magic energy at him.

Fortunately for the arachnid themed hero, he dodged all the blast and shot web lines that latched to the pendants "It's not 'Peter Parker'..." he began before pulling the pendants off the Dazzlings.

"NOOO!" they all yelled.

Spidey, just like at the mall, made an around the world move over his head before slamming them on the ground. There then was a shockwave that send the magic containedin the pendents getting absorbed in the portal and completely repaired it.

The lost of their magic made the Dazzlings lose their extra features. They then looked at the Rainbooms and Spidey looking at them ans the wenb head spode "It's Spider-Man." he concluded.

Knowing that they have no chance the Dazzling decided to run away.

"That's right, get out of here!" Rainbow called out in a laugh.

"We did it!" Rarity exclaimed.

"Hooray!" Pinkie Pie cheered joyfully.

Just then the portal began to glow and Sunset Shimmer, back in her ponied-up form, along with Princess Twilight, dragon turned dog Spike and Starlight Glimmer came out of it "What happened?" the princess of friendship asked.

"It's over." Peter simply answered.

"Where are the Dazzlings?" Sunset Shimmer asked.

"They ran away." Human Twilight asked.

"And when they come back, we'll be ready for them." Applejack said in a sured tone.

Starlight then noticed that Spidey still had the armor on him "So what are you going to do with that? You gonna keep it?" she asked.

"I don't know, honestly." he answered "I don't even know how to get it off." as if his words were heard, the armor began to glow brightly and started to disappear leaving a fully repaired standard suit "Uh, nevermind." he said and removed his mask.

"That was so awesome!" Rainbow said making Peter chuckle.

"So, I guess your mission is done." Princess Twilight said earning a sadden look from everyone "I guess you can go back home now."

Peter then pondered at the though of it for a moment before speaking up "I am done. I can go back home right now." he said making the group even sadder "But.."

"But what?" Fluttershy intrigued.

"Well, Madame Web did say that I'll be back in my world the second I left. So I don't think another few hours would hurt too much." he answered making the group cheered before cutting them off "But first, I'm getting something to eat and a nap." he said making everyone laugh at the comment since they could all agree that it has been a long night.

* * *

 **Finally my tenth chapter done, hope you guys enjoy it I've been waiting for that moment from the beginning. I know many of you were expecting or hopping for Spidey to turn into a pony, but I wanted to give something new and fresh to it.**

 **It has been a chapter that took me a while to make since I've been working on other fanfics, I hope you all enjoyed it.**

 **Until next time, my little readers.**


	13. Keep Swinging Forward

**Here we are my final chapter, it might not be as long as the previous ones, but it will be more on the calm side then the action type.**

 **This chapter won't be as long as the others, but I hope you will all be okay with that.**

 **This will be a chapter where the girls will be bonding with Peter and at the end Spidey will return to his world. I know this hasn't been a long story, but I hope you liked it.**

 **Enjoy.**

* * *

It was morning and the whole group was gathered at the portal ready to bid Farewell to three of their friends.

"Ya'll sure you can't stay a little longer?" Applejack asked.

"We'd like too, but I have responsibilities back in Equestria." Princess Twilight explained.

"Plus, I'm pretty sure we have a lot of explaining to do to the others back in Equestria." Starlight added.

"Well, you're always welcome to come back anytime you want. It's sure nice to see you guys." Sunset said to her two pony turned human friends.

"You know, Princess Celestia would like to hear your side of the story," Princess Twilight said to Sunset before turning to Peter "And I think my friends back home would love to get to know you better Peter."

"Thanks, but I've got responsibilities back in my world and I don't want to stay longer than necessary." Peter replied.

"And I don't think I'm ready to go see Princess Celestia again, maybe another time." Sunset said.

"It's okay, we understand." the princess of friendship reassured her.

Starlight then looked at Peter and spoke "So Peter, I have a question."

"Shoot."

"How different is your world?" she inquired.

"It's pretty much identical to this one, with a few differences here and there. And a whole lot crazier too." he answered the best and most accurate way to describe his world.

"How so?"

"It'll take me way too long to list them all." he said dismissing the idea quickly.

"Well, I guess this is goodbye then." Princess Twilight said.

"I guess it is." Peter nodded "Take of yourselves." he said extending his ready to shake it. Princess Twilight saw that and before he could react he got pulled into a sandwich style group hug by Princess Twilight, Starlight and Spike. Even thought he felt uncomfortable at first, he went along with it since he will miss them too.

When they broke off the hug they had a group hug with the Rainbooms, minus her human counterpart "Bye, girls." the princess said to the counterparts of her friends back in her world.

After they all finished the hugs and farewell, Princess Twilight, Starlight Glimmer and dragon turned dog Spike walked through the portal hidden in the destroyed statue of CHS, thus returning to Equestria.

Seeing them leave, Peter turned to the Rainbooms "So, I have a few hours to spare. What should we do?" he asked them. Hearing this made all the girls grin at each other in excitement.

 **(Equestria Girls Forever)**

As the day passed Peter began to hang out with the girls just for fun. He help Fluttershy at the animal shelter, they had a conversation about his powers being those of a spider, who Fluttershy seemed to enjoy and wish she had the powers of a bunny, that lead to Peter telling about his animal themed based enemies.

A bit later, Rarity suggested to work on his Spider-suit since she wanted to have a closer look at it, and so she could work on an outfit for Peter. To say Peter was uncomfortable and nervous about wearing a fancy suit was an understatement, he stated that he may not get this nervous again until his wedding day. While working on his Spider-suit, Peter insisted that he was part of it so the fashionista wouldn't put anything that he wouldn't like, but he made sure that they both agreed on the idea.

With Applejack, they were doing some chores at the farm girls apple farm, there he met her big brother and he managed to work a little, by the time he began to get a little tired the siblings were exhausted, making Peter laugh.

Rainbow Dash wanted to see what Peter could do and did so with an obstacle course. The athlete bragged that she could do it better and did it using her super speed, unfortunately her bragging got brought down when Peter did the entire course blindfolded. This made Rainbow Dash bitter and challenged him again, but that idea got turned down when Peter said that he doesn't use his powers for gym since it would blow his identity.

As for Pinkie Pie, they did some backing, and she wasn't too pleased when Peter joked that he had no idea what cupcakes where. When they finished baking, they ended up with a tall cake that ended up falling on them. While Peter was annoyed by the fact of being covered in cake frosting, Pinkie was actually laughing and got the frosting off her face in one giant lick before swallowing it. How she manages to do things like that will be a question Peter will never be able to answer.

Finally he spent his time with Twilight Sparkle, Sunset Shimmer and Dog Spike looking at the differences between their worlds, as well as them looking over his tech. The two teenage girls were excited that Peter allowed the to get a good look at his tech and they asked questions about more scientific advancement about is world, which he had to stop at some point or they never would've stopped. While they where comparing their worlds, they noticed similarities as well as differences. At one point, Spike got curious and played around with one of Peter's web-shooter, and accidentally made a cartridge explode covering the four of them in webbing. This earned Spike a few glares form his human friends and a scolding from Peter as he fix his web-shooters.

After that, the group assembled at the same place Peter came into their world "So, this is where we part way." the young hero said.

The Rainbooms looked at him with sad smiles "Are you sure you can't stay?" Sunset asked "We really could use another pair of hands to help us deal with the rogue magic around here."

Peter just smiled and shook his head "Thanks for the offer, but no. This world doesn't need me, it's got you. You're more qualified to handle these threats than me, you have each other after all." he said making the group smile with their eyes watering "Besides, I have my own responsibilities back in my city. Someone's got to keep it safe, right?"

"I guess so." Twilight said.

"It's been fun having you around Peter. Not often you meet someone that is from another world and also have superpowers." Sunset admitted.

"Tell me about it, I'm just glad I had you girls to keep me company while I'm here." he replied. All of the sudden, a cloud of smoke began to manifest and Madame Web appear in the spider-like chair with a swirling portal opening.

"Ready to go, young Peter?" she asked.

"Indeed I am." he answered.

The girls were completely surprised by the events happening in front of them as Applejack spoke up "Who is that?"

"Oh her? She's my ride home." he said plainly.

"Wow." Fluttershy said.

"My stars." Rarity gasped.

"Awesome." Rainbow Dash added.

Sunset then began to look sadden and spoke to the brown hair teen "We're really going to miss you, Pete."

"I'm going to miss you girls too," he then looked down to Spike and patted him "and dog." he then got a good look at the Rainbooms looking at him and he guessed what was on their minds "You want a group hug, don't you?" he inquired with a smirk.

Before he knew it, he was pulled into a group by the multi-colored girls and didn't mind at all. After the hug, he walked towards the portal and turned back to see his friends one last time.

"A pleasure meeting you, Rainbooms." he told them.

"Same here, Spider-Man." Sunset replied giving a wink and received a salute from the teenage hero before he walked through the portal leading to his world and it closed.

Pinkie Pie then gasped as she had an idea "Girls, I just got an idea for a new song." he said excitedly.

* * *

Inside the wormhole that leads to his world, Peter was thinking about his new friends until Madame Web brought him out of his daydream "Something wrong?" she asked.

"What? Oh, no, it's just that I finished my mission to another world, made some friends there and now I'm going back to do things my own way by stopping muggers, car jackers and supervillains." he explain trying to hide his downhearted mood.

"But"

"But, after all that it seems that after all this, going back to beating street punks is less exciting." he added.

"Yes, after a big adventure full of excitement like that you would want more." Madame Web concurred with the young man before continuing "But you are still young Peter, meaning that you will have many more events ahead of your life." she reassured him.

"Thanks, MW." he said before nearing the end of the portal.

"Until next time, Spider-Man." she bid farewell to the young hero.

Peter came out of the portal in a deserted alley, managing to land on his feet, despite struggling not to fall, and look to the closing portal. As he was walking down the street he opened his phone and smiled while looking at it. All of the sudden sirens were heard and police cars where seen speeding to an emergency.

"Well, until the next adventure, I know exactly how to pass time..." he said as he unzipped his hoodie. A few moments later, he was in his full suit and running towards the edge of a building "by being Spider-Man!" he exclaimed as he jumped of the building and began swinging.

As he swung across the city, he also ran on the side of the building before making a leap to a few lower connected buildings and doing some parkour acrobatics such as vault, web zipping and narrowing his body to go between the beams of a water tower. As he got through, that he then jumped again and went through an alley and accidentally spooked a group of pigeons. Afterwards, time slowed down as he shot another line at the screen as the flock of pigeon was behind him as well as a few buildings before the screen cuts to black.

* * *

The next scene showed the Rainbooms with their instruments, ready to play their latest song inspired by their friend.

"ONE! TWO! THREE!" Pinkie yelled and tapped her drumsticks

 **(The Spectacular Spider-Man Full Theme Song)**

As the song was playing a few pictures taken by Peter Parker showed Spider-Man in the pages of the Daily Bugle newspaper. There were also shot of Spidey taking on some super villains, as well as bank robbers and other sorts of criminals.

The final shot showed the the selfie he took before leaving the other world, featuring him with the girls ponied up, as well as Spike being lifted by Twilight and himself his his hoodie unzipped showing his suit underneath while they all smiled at the camera with the front entrance of CHS in the background as the screen fades to black.

* * *

 **Here we go my last chapter, now I know it might not have been as exciting as the last one or as packed with action, but I actually liked making it. I hope you liked the fact that I did a final swing scene as a reference to the movies, I also wanted to bring back the fact that Peter wanted to take a selfie and I did a good version of it by putting the ponied up Rainbooms and Peter showing his suit underneath his hoodie.**

 **I read somewhere that someone wanted me to put the Spectacular Spider-Man theme song, I was going to do it anyway, but I didn't think of the Rainbooms doing it.**

 **I know your all aware of this and I told this before but I'm intending to reboot my story and make a few changes, if any of you have any ideas or comments, leave them in the review. The only thing I'm having a hard time choosing is whether Peter should be an exchange student or a trans-dimensional traveler, let me know what you think of it. You can also leave your ideas in my The Equestrian Spider-Man Reboot ideas page.**

 **I should also let you know that I'm planning to do some bloopers like the ones shown in the Equestria girls films, if you are interested I can make them.**

 **I hope you all enjoyed this story, I did and I want to thank all of you for your reviews, greatly appreciated.**

 **Until next time my little true believers, Excelsior!**


	14. Chapter 14

**This the bloopers reel I made from events in my story. I had the inspiration from EG: Friendship Games and Legend of Everfree with their bloopers.**

 **I will make them chronological to my chapters and I also mention which chapter their from.**

 **Enjoy**

* * *

 **(Chapter 2)**

While the Rainbooms were playing their song, they then took notice of Peter dancing to the music. This made them start to laugh and stop playing their instruments as they were bending due to their laughter.

"Please, Peter, just stop." Sunset managed to say as she continued to laugh.

 **(Chapter 3)**

Princess Twilight, Starlight Glimmer and Spike were coming out of the portal and landed on the ground, groaning in pain "Can we please put a cushion here?" Starlight asked.

 **(Chapter 4)**

The group were disguised as zombies and walking through the mall "Remember, no grins, no attacks, nothing that might create attention." Spidey said and all of the sudden a toot was heard and the group began to sniff the air "Ugh, like that!" he responded and covered his nose just like everyone did, except Rainbow Dash.

"Peew." Pinkie added.

"For sweet apples sake, Rainbow." Applejack said while pinching her nose and waving her hand. Meanwhile the said girl was blushing in embarrassment.

"Clear the area! Toxic gas on loose!" Peter cried and moved away from Rainbow Dash.

 **(Chapter 5)**

Peter in his Spider-Man costume was surrounded by the zombified Rainboom. All of the sudden Rarity burped loudly and immediately covered her mouth blushing in embarrassment while the others tried to contain their laughter, except Rainbow Dash who collapse on the ground and laughing hysterically.

"Did you, uh, have a good lunch Rare?" Peter inquired which made the said girl give an embarrassed smile while still blushing.

 **(Chapter 6)**

Peter and the Rainbooms where turned into babies and where inside the bus. Peter then started singing "Babies drivin' a bus, babies drivin' a bus." this made the girls laugh and him as well.

 **(Chapter 9)**

Peter was sneaking into the radio station and then noticed the janitor dancing. Pete looked at the camera while pointing at the janitor with a baffled expression before he positioned himself behind him in order not to be seen and then started dancing. This made the crew laugh and a man yell "Cut!"

In a later scene, Spidey was dodging the blasts from the Dazzling, but the stopped when the janitor came in a started dancing to the song 'Old time Rock and Roll'. The for individuals began to laugh at the antics of the actor.

 **(Chapter 10)**

As Spidey, Twilight, Starlight and Sunset were about to fight the Dazzling and pushed them back in the portal, when all of the sudden Sonata's phone began to ring, thus making the entire cast stop and shoot a glare at Sonata. She sheepishly grinned as she made her way off the set and the Sunset looked at the camera "Cut."

(Chapter 11)

As Peter was about to go back to his world, Spider-ham just jumped out of the portal catching everyone by surprise.

"So? What'd I miss?" he asked casually.

"What the?!" Peter said beyond confused while the girls looked just as confused.

The next shot is Spider-Ham striking a pose on a red background with a web pattern on it, at the center of it being yellow instead of red, and with the logo Peter Porker The Spectacular Spider-Ham beside him while he looked at the audience "'Nuff said kids! 'Nuff said!" he concluded before the iris wipe shot on his face.

* * *

 **Here you go these, where my bloopers for my story. The last one with Spider-Ham is based his cameo in Spider-Man: Shattered Dimensions, so I hope you liked it.**

 **Again, if any of you have any ideas for a reboot let me know.**


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